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 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.
(b) All of the issued and outstanding shares of capital stock of the Buyer are duly and validly issued and outstanding and are fully paid and nonassessable, except to the extent otherwise required by the North Carolina General Statutes 53-42 or other applicable banking Law, and none are subject to preemptive rights. Shares of the Buyer's Stock to be issued in connection with the Merger have been duly authorized and, when so issued, will be fully paid and nonassessable, and will not be subject to preemptive rights.
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. 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. (a) The authorized capital stock of the Buyer consists of 10,000,000 shares of common stock, $1.00 par value per share, of which 3,442,405 shares are issued and outstanding as of the date of this Agreement, and 2,000,000 shares of "blank check" preferred stock of which no shares are outstanding. The authorized capital stock of the Buyer Bank consists of 10,000,000 shares of common stock, $5.00 par value per share, of which 400,000 shares are issued and outstanding as of the date of this Agreement. 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.
Buyer's Stock. Subsidiaries Section
Buyer's Stock. (i) Each Shareholder acknowledges that Buyer’s Stock are speculative and involve a high degree of risk, including among many other risks that the Buyer’s Stock will be restricted as elsewhere described in this Agreement and will not be transferable unless first registered under the Securities Act, or pursuant to an exemption from the Act’s registration requirements.
(ii) Each Shareholder acknowledges and agrees that they have had an opportunity to ask questions of and receive answers from Buyer regarding its history, structure, results of operations, financial condition and plan of operation and the terms and conditions of the issuance of Buyer’s Stock.
(iii) Each Shareholder, acting with the assistance of counsel and other professional advisers, possess such knowledge and experience in financial, tax and business matters as to enable them to utilize the information made available by Buyer, to evaluate the merits and risks of acquiring Buyer’s Stock and to make an informed investment decision with respect thereto.
(iv) The Shareholder was not solicited by Buyer or anyone on Buyer’s behalf to enter into any transaction whatever, by any form of general solicitation or general advertising, as those terms are defined in Regulation D.
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.
(b) All of the issued and outstanding shares of capital stock of the Buyer and its subsidiaries are duly and validly issued and outstanding and are fully paid and nonassessable except, in the case of the Buyer Bank, pursuant to Section 53-42 of the North Carolina General Statutes. Shares of the Buyer's Stock to be issued hereunder are duly authorized and, upon issuance, will be validly issued and outstanding and fully paid and nonassessable, free and clear of any Liens, pledges or encumbrances. None of the outstanding shares of capital stock of the Buyer or any of its subsidiaries has been issued in violation of any preemptive rights of the current or past stockholders of such Persons, and none of the shares of the Buyer's Stock to be issued pursuant to this Agreement will be issued in violation of any preemptive rights of the current or past stockholders of the Buyer.
(c) No equity securities of the Buyer or any subsidiary of the Buyer are or may become required to be issued (other than to the Buyer or any of its subsidiaries) by reason of any Rights, and there are no Contracts by which the Buyer or any subsidiary of the Buyer is bound to issue (other than to the Buyer or subsidiary of the Buyer) additional shares of its capital stock or Rights or by which the Buyer or any of its subsidiaries is or may be bound to transfer any sha...
