Bank Capitalization. The entire authorized capital stock of the Target consists solely of 2,000,000 shares of common stock, par value $5.00 per share, 1,000,050 of which are issued and outstanding (the “Shares”). There are no (i) other outstanding equity securities of any kind or character, (ii) outstanding subscriptions, rights to subscribe to, options, convertible securities, rights, warrants, calls, understandings or other agreements or commitments of any kind issued or granted by, or binding upon, the Target to (A) purchase or otherwise acquire any security of or equity interest in the Target or (B) issue any shares of, restricting the transfer of or otherwise relating to shares of the Target’s capital stock. All of the Shares have been duly authorized, validly issued and are fully paid and nonassessable, and have not been issued in violation of the securities laws of the United States or any other applicable jurisdiction or in violation of the preemptive rights of any person.
Bank Capitalization. (i) At any time that the C & D Order is in effect, fail to comply with the terms of the C & D Order, and (ii) at any time when the C & D Order is not in effect, permit the Total Risk-Based Capital Ratio, the Tier 1 Risk-Based Capital Ratio and the Leverage Ratio of the Bank to be less than the higher of (i) the ratio of each such capital ratio required in order for the Bank to be “Well Capitalized”, as defined in Section 38(b)(1)(A) of the Federal Deposit Insurance Act (“FDI Act”), 12 USC § 1831o(b)(1)(A), and 12 C.F.R. 325.103(b)(1), or any successor regulation implementing such section of the FDI Act, and (ii) that required by federal law or regulation or any form of action or directive by a federal agency that supervises the Bank.
Bank Capitalization. (a) The authorized capital stock of the Bank consists of 40,000 shares of common stock, $10.00 par value (the “Bank Stock”), of which 40,000 shares are issued and outstanding. All of the issued and outstanding shares of the Bank Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of the Bank Stock are subject to any preemptive rights of the current or past shareholders of the Bank. Except for the Bank Stock, there are no shares of capital stock or other equity securities of the Bank outstanding and no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of the Bank, or contracts, commitments, understandings, or arrangements by which the Bank is or may be bound to issue additional shares of its capital stock or to issue options, warrants, or rights to purchase or acquire any additional shares of its capital stock.
(b) The Bank does not have outstanding any indebtedness that entitles the holder or holders thereof to exercise voting rights in connection with the election of its Directors or the approval of the Stock Purchase or the Bank Merger, nor are there outstanding any options, warrants, calls, rights, commitments or agreements of any kind obligating the Bank to issue or sell any such indebtedness. There are no outstanding contractual obligations of the Bank to repurchase, redeem or otherwise acquire any shares of its capital stock or any of its indebtedness.
(c) The Bank has no subsidiaries and, except as set forth on Schedule 4.6(c), does not directly or indirectly own any equity securities or any debt securities that are convertible into equity securities of, or any other proprietary interest in, any Person.
Bank Capitalization. The authorized capital stock of Bank -------------------- consists, and at the Effective Time will consist, (a) 8,000,000 shares of common stock, $0.10 par value per share, and (b) 2,000,000 shares of preferred stock, $0.10 par value per share. 100,000 shares of common stock are, and immediately prior to the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and nonassessable; and none of the shares of preferred stock are, and immediately prior to the Closing Date will be, issued (the shares of common stock and preferred stock together, the "Bank Shares"). First Kansas is, and will be on the Closing Date, the record and beneficial owner of one hundred percent (100%) of the Bank Shares, free and clear of any lien or encumbrance whatsoever, except as set forth in Schedule 4.6 of the First Kansas Book of Schedules. The Bank Shares are, and will be on the Closing Date, freely transferable and are, and will be on the Closing Date, subject to no claim of right except pursuant to this Agreement and as set forth in Schedule 4.6 of the First Kansas Book of Schedules. There are no options, warrants, rights, calls or commitments of any character relating to any additional shares of the capital stock of Bank. No capital stock or other security issued by Bank has been issued in violation of, or without compliance with, any preemptive rights of stockholders. There are no outstanding securities of Bank that are convertible into, or exchangeable for, any shares of Bank's capital stock, and Bank is not a party to any Contract relating to the issuance, sale or transfer of any equity securities or other securities of Bank. Bank does not own, or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business, except as set forth in Schedule 4.6 of the First Kansas Book of Schedules.
Bank Capitalization. Cause Professional to be "well capitalized" within the meaning of the Bank Rules; and, until the merger of Spectrum with and into Profession, cause Spectrum to be "adequately capitalized" within the meaning of the Bank Rules.
Bank Capitalization. (a) The authorized capital stock of the Bank currently consists, and at the Closing will consist, exclusively of 10,000,000 shares of Bank Stock, 1,730,463 of which shares are duly issued, fully paid and non-assessable. The Bank acknowledges that the Merger Consideration was determined based upon the accuracy of the representations and warranties made in this Section with respect to the number of outstanding shares of Bank Stock and the absence of any options (except for the Bank NQSOs and the Bank ISOs) or other rights to purchase additional shares of Bank Stock, and acknowledges that any Breach of such representations and warranties shall be deemed to have a Material Adverse Effect on the Bank for purposes of this Agreement.
(b) None of the shares of Bank Stock have been issued in violation of any federal or state securities laws or any other Legal Requirement. Since December 31, 2004, except as disclosed in or permitted by this Agreement or as provided on Schedule 4.4, no shares of Bank Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Bank and no dividends or other distributions payable in any equity securities of the Bank have been declared, set aside, made or paid to the Bank Shareholders. To the Knowledge of the Bank, none of the shares of authorized capital stock of the Bank are, nor on the Closing will they be, subject to any claim of right inconsistent with this Agreement. Except for the Bank NQSOs and the Bank ISOs and as provided in the Arizona Statutes, as of the Agreement Date, there are no outstanding subscriptions, contracts, conversion privileges, options, warrants, calls or other rights obligating the Bank to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of the Bank, and except as provided in this Section or otherwise disclosed in this Agreement, the Bank is not a party to any Contract relating to the issuance, purchase, sale or transfer of any equity securities or other securities of the Bank. The Bank does not own or have any Contract to acquire any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business except for the capital stock of the Bank and as set forth in Schedule 4.4.
Bank Capitalization. (a) The entire authorized capital stock of the Bank consists solely of 6,000,000 shares of Common Stock of which 3,708,195 are issued and outstanding, all of which are held of record by the Seller.
(b) There are no: (i) other outstanding equity securities of any kind or character issued or granted by, or binding upon, the Bank, (ii) outstanding subscriptions, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind issued or granted by, or binding upon, the Bank to: (A) purchase or otherwise acquire any security of or equity interest in the Bank, or (B) issue any shares of, restricting the transfer of or otherwise relating to shares of the Bank's capital stock.
(c) All of the issued and outstanding shares of the Common Stock have been duly authorized, validly issued and are fully paid and nonassessable, and have not been issued in violation of the securities laws of the United States or any other applicable jurisdiction ("Securities Laws") or in violation of the preemptive rights of any Person.
Bank Capitalization. The authorized capital stock of the Bank consists, and immediately prior to the Effective Time, will consist exclusively of 205,000 shares of capital stock, $10.00 par value per share, all of which shares are, and immediately prior to the Closing will be, duly authorized, validly issued and outstanding, fully paid and nonassessable (the "Bank Shares"). National is, and will be on the Closing Date, the record and beneficial owner of 100% of the Bank Shares, free and clear of any lien or encumbrance whatsoever. The Bank Shares are, and will be on the Closing Date, freely transferable and are, and will be on the Closing Date, subject to no claim of right except pursuant to this Agreement. There are no unexpired or pending preemptive rights with respect to any shares of capital stock of the Bank. There are no outstanding securities of the Bank which are convertible into or exchangeable for any shares of the Bank's capital stock, and the Bank is not a party to any Contract relating to the issuance, sale or transfer of any equity securities or other securities of the Bank. The Bank does not own or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business, except as set forth on Schedule 4.6.
Bank Capitalization. The authorized capital stock of the Bank consists, and at the Closing will consist, exclusively of 2,000 shares of capital stock, $100.00 par value per share, all of which are, and at the Closing will be, validly issued and outstanding and fully paid and nonassessable (the “Bank Shares”). The Company is, and will be on the Closing Date, the record and beneficial owner of one hundred percent (100%) of the Bank Shares, and except for the pledge of the Bank Shares to Bank of Rantoul and R. Xxxx Xxxx, owns the Bank Shares free and clear of any lien or encumbrance whatsoever. The Bank Shares will be on the Closing Date, following the payment in full of the Rantoul Note and the Xxxx Note, freely transferable and subject to no claim of right except pursuant to this Agreement. There are, as of the Agreement Date, no outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating the Bank to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of the Bank, and the Bank is not a party to any Contract relating to the issuance, purchase, sale or transfer of any equity securities or other securities of the Bank. Except as set forth on Section 4.5 of the Schedules, the Bank does not own or have any Contract to acquire any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.
Bank Capitalization. At the Effective Time, the issued and outstanding capital stock of Bank shall consist exclusively of no more than 190,961 shares of Bank Common Stock.
