2Capitalization. (a) As of the date of this Agreement, the authorized capital stock of SYBT consists of 40,000,000 shares of SYBT Common Stock and 1,000,000 shares of preferred stock, no par value (“SYBT Preferred Stock”). As of the date of this Agreement there were (i) 22,692,362 shares of SYBT Common Stock issued and outstanding, (ii) no shares of SYBT Preferred Stock issued and outstanding, and (iii) 435,156 shares of SYBT Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan (the “SYBT Equity Plan”). As of the date of this Agreement, except as set forth in the immediately preceding sentence and for shares of SYBT Common Stock reserved for issuance in connection with the transactions contemplated by this Agreement, there are no other shares of capital stock or other voting securities of SYBT issued, reserved for issuance or outstanding.
(b) All of the issued and outstanding shares of SYBT Common Stock and Merger Subsidiary Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SYBT or of Merger Subsidiary may vote. Other than under the SYBT Equity Plan, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of SYBT Common Stock, Merger Subsidiary Common Stock or other equity interests of SYBT or Merger Subsidiary.
(c) SYBT owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the SYBT Subsidiaries, free and clear of any Liens, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is bound by any outstanding ...
2Capitalization. (a) The authorized stock of the Company consists of 500,000,000 shares of common stock, $0.01 par value per share (the “Company Shares”), and 100,000,000 shares of preferred stock, $0.01 par value per share, of the Company, of which 300,000 shares are classified and designated as Series A Preferred Stock, $0.01 par value per share (the “Company Series A Preferred Shares”), and of which 3,750,000 shares are classified and designated as 7.00% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the “Company Series B Preferred Shares”). As of July 27, 2020 (the “Capitalization Date”), (i) 23,263,130 Company Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights (such number includes 150,836 Company Shares that are unvested outstanding Company Restricted Stock Awards), 139,875 Company Series A Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights, and 1,571,734 Company Series B Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights and (ii) no Company Shares, Company Series A Preferred Shares or Company Series B Preferred Shares were reserved for issuance, except for (A) an aggregate of 123,603 Company Shares reserved and available for issuance under the Company Equity Plan, which is exclusive of the 62,486 Company Shares that may be issued pursuant to outstanding Company Performance Award Units, and (B) $80,910,000 remaining to be issued under the Company’s “at-the-market” program. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, none of the outstanding Company Shares are subject to any right of first refusal in favor of any of the Company or the Company Subsidiaries.
(b) All Company Shares to be issued pursuant to any Company Restricted Stock Award will be, when issued, duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, right of repurchase, right of participation or any similar right. Section 4.2(b) of the Company Disclosure Letter sets forth the following infor...
2Capitalization. (a) The authorized capital stock and other ownership interests of NVGT, a Nevada corporation, consists of 1,000,000,000 common shares of Common Stock, of which 49,989,704 were issued and outstanding as of September 8, 2021. NVGT has 700,000 shares of Preferred Stock authorized, with 700,000 issued and outstanding. All of the outstanding NVGT Common Stock and Preferred Stock have been duly authorized and are validly issued, fully paid and non-assessable.
(b) Other than what has been described herein or in NVGT’s filings with OTC Markets, there are no outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require NVGT to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests (collectively “Options”).
(c) All of the issued and outstanding shares of NVGT Common Stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable and have been issued in compliance with applicable securities laws and other applicable Legal Requirements or transfer restrictions under applicable securities laws.
2Capitalization. (a) The authorized capital stock of EFLL is one (1) share of common stock. All outstanding shares of EFLL Common Stock are owned by the Shareholder. EFLL has no shares of preferred stock authorized. The shares of EFLL Common Stock are duly issued and outstanding, and have been duly authorized, validly issued and outstanding and fully paid and non-assessable, which shares are Exchanged hereby, as above provided.
(b) There no outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require EFLL or any of its Subsidiaries to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests.
(c) All of the issued and outstanding shares of the EFLL capital stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable (with respect to Subsidiaries that are corporations) and have been issued in compliance with applicable securities laws and other applicable Legal Requirements.
2Capitalization. (a) The authorized capital stock of IBTX consists of 100,000,000 shares of IBTX Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (“IBTX Preferred Stock”). As of May 15, 2024, there were (i) 41,377,478 shares of IBTX Common Stock issued and outstanding, including 322,259 shares of IBTX Common Stock granted in respect of outstanding IBTX Restricted Share Awards; (ii) 195,718 shares of IBTX Common Stock underlying outstanding IBTX PSU Awards (assuming performance goals are satisfied at the target level) or 293,577 shares of IBTX Common Stock underlying outstanding IBTX PSU Awards (assuming performance goals are satisfied at the maximum level); and (iii) no shares of IBTX Preferred Stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, for changes since May 15, 2024 resulting from the vesting or settlement of any IBTX Restricted Share Awards and IBTX PSU Awards outstanding as of May 15, 2024 and 1,272,277 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity incentive plans, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date hereof, no trust preferred or subordinated debt securities of IBTX are issued or outstanding except as set forth on Section 3.2(a) of the IBTX Disclosure Schedule. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Equity Awards issued prior to the date of this Agreement as described in this Section 3.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may ...
2Capitalization. (a) The authorized capital stock of SouthState consists of 160,000,000 shares of SouthState Common Stock, par value $2.50 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share (the “SouthState Preferred Stock”). As of May 15, 2024 there were (i) 76,190,052 shares of SouthState Common Stock issued and outstanding, including 5,920 shares of SouthState Common Stock granted in respect of outstanding restricted shares of SouthState Common Stock (“SouthState Restricted Share Awards”); (ii) 288,935 shares of SouthState Common Stock reserved for issuance upon the settlement of outstanding restricted stock units in respect of shares of SouthState Common Stock (the “SouthState RSU Awards”); (iii) 594,197 shares of SouthState Common Stock reserved for issuance upon the settlement of outstanding SouthState PSU Awards (assuming performance goals are satisfied at the target level) or 798,050 shares of SouthState Common Stock reserved for issuance upon the settlement of outstanding SouthState PSU Awards (assuming performance goals are satisfied at the maximum level); (iv) 100,144 shares of SouthState Common Stock reserved for issuance upon the exercise of outstanding stock options to purchase shares of SouthState Common Stock (the “SouthState Stock Options”) and SouthState Warrants; and (v) no shares of SouthState Preferred Stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, for changes since May 15, 2024 resulting from the exercise, vesting or settlement of any SouthState Restricted Share Awards, SouthState RSU Awards, SouthState PSU Awards and SouthState Options (collectively, “SouthState Equity Awards”) described in the immediately preceding sentence and 2,441,004 shares of SouthState Common Stock reserved for issuance pursuant to future grants under the SouthState equity incentive plans, there are no shares of capital stock or other voting securities or equity interests of SouthState issued, reserved for issuance or outstanding. All the issued and outstanding shares of SouthState Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SouthState may vote. As of the date hereof, no trust preferred or subordinated debt ...
2Capitalization. 1The authorized capital of Parent consists, immediately prior to the Rollover and Sale Closing, of:
2Capitalization. The Company’s disclosure of its authorized, issued and outstanding capital stock in the SEC Reports containing such disclosure was accurate in all material respects as of the date indicated in such SEC Reports. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company which have not been waived, and such shares were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties.
2Capitalization. (a) The authorized capital stock of the Company consists of 25,000,000 shares of Common Stock, 2,800,000 shares of Capital Stock and 10,000,000 shares of Preferred Stock, par value $.01 per share ("Preferred Stock"). As of the date hereof, (i) 11,081,043 shares of Common Stock are issued and outstanding, (ii) 427,186 shares of Common Stock are issued and held in the treasury of the Company, (iii) 450,000 shares of Capital Stock are issued and outstanding, (iv) no shares of Capital Stock are issued and held in the treasury of the Company, (v) no shares of Preferred Stock are issued, (vi) 950,000 shares of Common Stock are reserved for issuance upon conversion of Capital Stock issued or issuable upon exercise of Company Options, (vii) 3,094,767 shares of Common Stock are reserved for issuance upon exercise of outstanding Company Options, (viii) 0 shares of Common Stock are reserved for issuance upon the exercise of options authorized but not granted under the Option Plan, (ix) 500,000 shares of Capital Stock are reserved for issuance upon exercise of Company Options, (x) 63,321 shares of Common Stock are reserved for issuance upon exercise of warrants (the "Company Warrants") and (xi) 10,000 shares of Series A Junior Participating Preferred Stock are reserved for issuance upon exercise of the rights to purchase Preferred Stock (the "Company Rights") pursuant to the Rights Agreement between the Company (then known as National Patent Development Corporation) and Hxxxxx Trust Company of New York, as Rights Agent, dated as of June 23, 1997 (the "Rights Agreement"). All the outstanding shares of the Company's capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Company Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except as set forth above and except for the transactions contemplated by this agreement and the Stockholder Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options (other than the Company Options outstanding on the date hereof), warrants (other than the Company Warrants outstanding on the date her...
2Capitalization. (a) All of the issued and outstanding common stock, $0.01 par value per share of Parent are, and immediately prior to the Company Merger Effective Time, will be owned by the Persons, and in the amounts, set forth on Section 5.2(a) of the Parent Disclosure Letter. All of the issued and outstanding membership interests in the Parent OP are, and immediately prior to the Company Merger Effective Time will be, owned, directly or indirectly, by Parent.
(b) None of Parent, the Parent OP or any of their respective Subsidiaries beneficially owns (as defined in Rule 13d-3 under the Exchange Act) any Company Shares or Operating Company Units or any securities that are convertible into or exchangeable or exercisable for Company Shares or Operating Company Units, or holds any rights to acquire or vote any Company Shares or Operating Company Units, other than pursuant to this Agreement.
