Bank Stock. The common stock of the Bank owned by Borrower or any other Subsidiary of Borrower is duly authorized and validly issued by the Bank or other Subsidiary. The total number of shares of common stock of the Bank and each other Subsidiary issued and outstanding as of the date hereof are all owned by Borrower, the Bank or other Subsidiaries of Borrower. Except as set forth on Exhibit E, the stock of the Bank and each other Subsidiary is free and clear of all liens, encumbrances, security interests; said common stock is fully paid and non-assessable. There are no outstanding warrants or options to acquire any common stock of the Bank and any other Subsidiary. There are no outstanding securities convertible or exchangeable into shares of common stock of any Subsidiary; and there are no restrictions on the transfer or pledge of any shares of common stock of any Subsidiary, except as set forth on Exhibit E. Borrower has the right to pledge and transfer the Collateral and assign the income therefrom without obtaining the consent of any other person or authority except as set forth on Exhibit E; and the Pledge Agreement creates for the benefit of Lender a first lien security interest in the Collateral subject to no other interests or claims.
Bank Stock. The common stock of the Bank owned by Borrower or any other Subsidiary of Borrower is duly authorized and validly issued by the Bank or other Subsidiary. The total number of shares of common stock of the Bank and each other Subsidiary issued and outstanding as of the date hereof are all owned by Borrower, the Bank or other Subsidiaries of Borrower. Except as set forth in Section 6.2 hereof or on Exhibit E, the stock of the Bank and each other Subsidiary is free and clear of all liens, encumbrances, security interests; said common stock is fully paid and non-assessable. There are no outstanding warrants or options to acquire any common stock of the Bank and any other Subsidiary. There are no outstanding securities convertible or exchangeable into shares of common stock of any Subsidiary; and there are no restrictions on the transfer or pledge of any shares of common stock of any Subsidiary, except as set forth in Section 6.2
Bank Stock. BDC and its Subsidiaries shall sell, transfer or dispose of prior to the Effective Time all of the shares of capital stock of Quad City Bank and Sauk Valley Bank, or their respective holding companies.
Bank Stock. Company shall pledge all stock, whether common or preferred, of Iola Bank and Trust ("Iola Bank"), First National Bank & Trust Co. (Parsons, Kansas) ("FNB") and TeamBank, N.A. (Paola, Kansas) ("TeamBank") (said Iola Bank, FNB and TeamBank, together with TeamBank Nebraska [hereinafter identified], to be sometimes hereinafter collectively referred to as the "Banks") now owned or hereafter acquired (together with the stock of TeamBank Nebraska [hereinafter identified] the "Bank Stock"), which as of the date hereof is as follows:
Bank Stock. Other than pursuant to Bank Stock Options outstanding on the date of this Agreement as disclosed on Schedule 5.01(b) or Bank Stock Options issued to officers, employees or directors in the ordinary course of business, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Bank Stock or any Rights, or (ii) enter into any agreement with respect to the foregoing, provided, however, that Bank Stock Options and Bank Stock Plans may be amended in the ordinary course of business or as contemplated by this Agreement.
Bank Stock. The common stock of the Bank owned by Borrower is duly authorized and validly issued by the Bank. The total number of shares of common stock of the Bank issued and outstanding as of the date hereof are all owned by Borrower. Except as set forth on EXHIBIT E, the stock of the Bank is free and clear of all liens, encumbrances, security interests other than the security interest of National Bank of Commerce which shall be released upon the repayment of the loan to Borrower; said common stock is fully paid and non-assessable. There are no outstanding warrants or options to acquire any common stock of the Bank. There are no outstanding securities convertible or exchangeable into shares of common stock of the Bank; and there are no restrictions on the transfer or pledge of any shares of common stock of the Bank.
Bank Stock of the Agreement is amended and restated in its entirety to read as follows: “BDC and its Subsidiaries shall sell all of the shares of capital stock of Quad City Bank and Sauk Valley Bank, or their respective holding companies prior to the Effective Time and the net proceeds of the sale shall be contributed to JSB prior to the Effective Time.”
Bank Stock. The common stock of Bank owned by Borrower is duly authorized and validly issued by Bank. The total number of shares of common stock of Bank issued and outstanding as of the date hereof is_________________ shares. The stock in Bank owned by Borrower is free and clear of all liens, encumbrances, security interests or pledges except the pledge to Lender described herein; said common stock is fully paid and non-assessable; the Bank stock certificates delivered to Lender pursuant to the Pledge Agreement will be genuine and comply with applicable laws concerning form, content, and manner of preparation and execution; there are no outstanding warrants or options to acquire any common stock of Bank; there are no outstanding securities convertible or exchangeable into shares of common stock of Bank; there are no restrictions (other than those established by applicable banking laws) on the transfer or pledge of any shares of common stock of Bank; Borrower has the right to pledge and transfer the pledged stock and assign the income therefrom without obtaining the consent of any other person or entity; and the Pledge Agreement creates for the benefit of Lender a first security interest in the pledged Bank stock, subject to no other interests or claims.
Bank Stock. The total authorized shares of Bank consist of 33,600 shares of capital stock, par value $25.00 each, of which all 33,600 shares are issued and outstanding, representing 100% ownership of the Bank by the Borrower. The Bank hereby agrees that, during the term of this Loan Agreement, it shall not authorize and/or issue any additional shares of capital stock.
Bank Stock. (1) The authorized capital stock of the Bank consists of 690,000 shares of Bank Common Stock and 100,000 shares of Bank Preferred Stock. As of the date hereof, 269,179 shares of Bank Common Stock and no shares of Bank Preferred Stock are outstanding. As of the date hereof, 22,700 shares of Bank Common Stock are subject to Bank Stock Options granted under the Bank Stock Plan, and 100,000 shares of Bank Common Stock are reserved for issuance under the Bank Stock Plan. The Bank has Previously Disclosed a list of all Bank Stock Options granted under Bank Stock Plan that states: (i) the name of each holder of Bank Stock Options, (ii) the number of shares of Bank Common Stock subject to each Bank Stock Option, (iii) the exercise price of each Bank Stock Option and (iv) the date of each such grant. The Bank holds no shares of Bank Common Stock as treasury shares. The outstanding shares of Bank Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). The shares of Bank Common Stock issuable pursuant to the Bank Stock Plan have been duly authorized and, upon issuance, will be validly issued and outstanding, fully paid and nonassessable and will not be subject to preemptive rights (and will not be issued in violation of any preemptive rights). Except as set forth above, as of the date hereof, there are no shares of Bank Stock reserved for issuance, the Bank does not have any Rights issued or outstanding with respect to Bank Stock and the Bank does not have any commitment to authorize, issue or sell any Bank Stock or Rights, except pursuant to this Agreement. It has no commitment to redeem, repurchase or otherwise acquire, or to register with the SEC, any shares of Bank Stock. It has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matter.
(2) There are no voting trusts, proxies, shareholder agreements or other agreements or understandings with respect to the voting of shares of Bank Stock.
(3) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Bank may vote are issued or outstanding.
