Buyer's Stock. Buyer's shares as described in Clause 1.3 (b) (iii) ------------- hereof, have been duly and validly authorized and issued and are fully paid and nonassessable.
Buyer's Stock. The shares of common stock to be transferred to Seller at Closing represent unimpaired shares of common stock in and to Buyer, which are currently valued at $0.20 per share and are traded under the trading symbol VKIN. Such shares shall be considered restricted securities pursuant to the Securities Act of 1933, as amended, but Buyer warrants that Rule 144 is currently available for the Buyer generally as a safe harbor under Rule 4(a)(1) of the Securities Act of 1933, as amended, as Buyer meets the current information and non-shell requirements therein. Buyer further agrees that Seller shall have piggy-back registration rights as to such shares and that Buyer will include as many of such shares as can be registered pursuant to registration limitations in any Form S-1 registration statement filed by the Buyer during the two years following the Closing Date.
Buyer's Stock. In exchange for the transfer of Shares as set forth in Section 2.1, and subject to the terms and conditions of this Agreement, at the Closing, Buyer shall transfer to Seller the Buyer's Stock.
Buyer's Stock. (a) The authorized capital stock of the Buyer consists of 25,000,000 shares of common stock, $1.00 par value per share, of which 14,420,986 shares are issued as of the date of this Agreement, 13,359,111 shares are outstanding and 1,061,875 shares are treasury shares, and except for such 13,359,111 shares, there are no shares of capital stock of the Buyer outstanding. The authorized capital stock of the Buyer Bank consists of 4,000,000 shares of common stock, $5.00 par value per share, of which 1,484,866 shares are issued and outstanding as of the date of this Agreement, and except for such shares, there are no shares of capital stock of the Buyer Bank outstanding. The Buyer owns all of the issued and outstanding shares of capital stock of the Buyer Bank, and no shares of capital stock of the Buyer Bank are owned by any other Person. Section 6.3 of the Buyer’s Disclosure Schedule lists all of the Buyer’s direct and indirect subsidiaries other than the Buyer Bank as of the date of this Agreement. The Buyer or one of its subsidiaries owns all of the issued and outstanding shares of capital stock of each such subsidiary.
Buyer's Stock. (a) The authorized capital stock of the Buyer consists of 20,000,000 shares of common stock, no par value per share, of which 6,625,870 shares are issued and outstanding as of the date of this Agreement, and except for such shares, there are no shares of capital stock of the Buyer outstanding. There are options to purchase 647,383 shares of common stock of the Buyer outstanding as of the date of this Agreement. There are 833,360 shares of capital stock reserved with respect to such options. In addition, there are 200,000 shares of capital stock reserved under the Capital Bank Corporation Deferred Compensation Plan for Outside Directors and 16,827 shares of capital stock reserved under the Capital Bank Corp. Deferred Compensation Plan for Advisory Board Members which shares can be used in lieu of cash to pay the deferred compensation benefits under those plans if the Buyer elects. Except for such options and the 216,827 shares reserved under the deferred compensation plans, there are no options, Rights or Contracts requiring the Buyer to issue additional shares of its capital stock. The authorized capital stock of the Buyer Bank consists of 20,000,000 shares of common stock, par value $5.00 per share, of which 2,477,651 shares are issued and outstanding as of the date of this Agreement and are owned and held by the Buyer, and except for such 2,477,651 shares of common stock, there are no shares of capital stock or other equity securities of the Buyer Bank outstanding.
Buyer's Stock. Buyer shall agree to file a registration statement registering all shares of Buyer common stock to be issued to Seller hereunder within thirty (30) days of Closing under terms more specifically set out in the Registration Rights Agreement attached here to and made a part hereof as Exhibit "G" (the "Registration Rights Agreement").
Buyer's Stock. As of July 14, 1998, the authorized capital stock of Buyer consists of 30,000,000 shares of Common Stock, par value $.01 per share of which 10,479,655 shares are issued and outstanding and 2,000,000 shares of preferred stock, par value $.10 per share, none of which are issued or outstanding. Upon issuance in accordance with the terms of this Agreement, Buyer's Shares will be validly issued, fully paid and nonassessable.
Buyer's Stock. Buyer grants to Sellers piggyback registration rights with respect to any shares of Buyer's Common Stock assigned to Sellers pursuant to this Agreement. If Buyer does not cause such shares attributable to the Stock Deposit, Stock Penalty or Stock Payment or to be registered on or before December 31, 2000, Sellers are entitled to one demand registration of such shares at Buyer's expense. If Sellers receive shares of Buyer's Common Stock in payment for principal and/or interest due under the Letter-of-Credit Note pursuant to Section 2.6, and Buyer does not cause such shares to be registered on or before December 31, 2001, Sellers are entitled to one demand registration of such shares at Buyer's expense. The provisions of Sellers' registration rights are more specifically set forth in the Registration Rights Agreement to be executed by the Parties attached hereto as Exhibit "F" and incorporated herein (the "Registration Rights Agreement"). The representations of the Sellers as to their suitability to receive shares of the Common Stock of Buyer pursuant to this Agreement are more specifically set forth in the Investment Representation Agreements to be executed by the Parties attached together hereto as Exhibit "G" and incorporated herein (the "Investment Representation Agreements")
Buyer's Stock. The issuance of thx Xxxxr'x Xtock has been duly and validly authorized by all requisite corporate action on the part of the Buyer, and upon the issuance thereof to the Seller as provided herein, all shares of such Buyer's Stock shall have been fully paid and nonassessable.
Buyer's Stock. Schedule 4.3 sets forth the authorized capital stock of the Buyer, including the type of shares authorized, the par value per share and the number of each type of shares that are issued and outstanding. Except as described above or on Schedule 4.3, Buyer has not issued any securities exercisable to purchase or convertible into capital stock of Buyer or any subsidiary of Buyer nor is Buyer or any subsidiary otherwise bound by any agreement, whether absolute or contingent, to issue any such securities. Each issued and outstanding share of capital stock of the Buyer has been duly authorized and is validly issued and outstanding and their issuance and sale have not violated any preemptive rights. The Buyer Common Shares to be issued in the Merger, when so issued, shall be duly authorized and validly issued, fully paid and nonassessable and shall not have been issued in violation of any preemptive right. Nine Million One Hundred Ninety Three Thousand and Fourteen (9,193,014) is the number of shares of Buyer Common Stock that represents 19.999% of Buyer’s outstanding Common Stock on the date hereof.
