Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. The Articles of the Company authorize the Company to issue up to (i) 20,000,000 shares of common stock, $1.25 par value per share, (ii) 10,000,000 shares of preferred stock, no par value per share. As of September 1, 2021, there were 6,959,134 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Uwharrie Capital Corp), Subordinated Note Purchase Agreement (Uwharrie Capital Corp)

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Capital Stock and Related Matters. The Articles Charter of the Company authorize authorizes the Company to issue up to (i) 20,000,000 12,000,000 shares of common stock, $1.25 0.10 par value per share, (ii) 10,000,000 and 1,000,000 shares of preferred stock, no par value per share. As of September 1, 2021the date of this Agreement, there were 6,959,134 are 8,513,414 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Except as disclosed on Schedule 4.1.2 attached hereto, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Greene County Bancorp Inc), Subordinated Note Purchase Agreement (Greene County Bancorp Inc)

Capital Stock and Related Matters. The Articles Charter of the Company authorize the Company to issue up to (i) 20,000,000 5,000,000 shares of common stock, $1.25 par value $0.01 per share, (ii) 10,000,000 share and 200,000 shares of serial preferred stock, no par value $0.01 per share. As of September 1, 2021the date of this Agreement, there were 6,959,134 are 2,956,854 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of DirectorsDirectors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Security Federal Corp), Subordinated Note Purchase Agreement (Security Federal Corp)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue up to (i) 20,000,000 10,000,000 shares of common stock, $1.25 par value per share, (ii) 10,000,000 stock and 2,000,000 shares of preferred stock, no par value per share. As of September 1December 31, 2021, there were 6,959,134 7,595,781 shares of the Company’s common stock issued and outstanding and no 28,750 shares of the Company’s preferred stock were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (MainStreet Bancshares, Inc.)

Capital Stock and Related Matters. The Articles Charter of the Company authorize authorizes the Company to issue up to (i) 20,000,000 50,000,000 shares of common stock, $1.25 0.01 par value per share, (ii) 10,000,000 and 1,000,000 shares of preferred stock, no $0.01 par value per share. As of September 1the date of March 10, 20212022, there were 6,959,134 13,442,782 shares of the Company’s common stock issued and outstanding outstanding, and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Third Coast Bancshares, Inc.)

Capital Stock and Related Matters. The Articles of the Incorporation of Company authorize the Company to issue up to (i) 20,000,000 5,000,000 shares of common stock, $1.25 par value per share, (ii) 10,000,000 stock and 250,000 shares of preferred stock, no par value per share. As of September 1, 2021the date of this Agreement, there were 6,959,134 are (i) 1,401,511 shares of the Company’s common stock issued and outstanding and no (ii) 4,500 shares of the Company’s preferred stock issued and outstanding. outstanding as Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series A. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Form of Subordinated Note Purchase Agreement (Blue Ridge Bankshares, Inc.)

Capital Stock and Related Matters. The Articles Charter of the Company authorize authorizes the Company to issue up to (i) 20,000,000 100,000,000 shares of common stock, $1.25 no par value per sharevalue, (ii) and 10,000,000 shares of preferred stock, no par value per sharevalue. As of September 1, 2021the date of this Agreement, there were 6,959,134 are 60,444,547 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Heritage Commerce Corp)

Capital Stock and Related Matters. The Articles of the Company authorize the Company to issue up to (i) 20,000,000 30,000,000 shares of common stock, $1.25 par value per share, (ii) 10,000,000 stock and 2,000,000 shares of preferred stock, no par value per share. As of September 1, 2021the date of this Agreement, there were 6,959,134 are 13,332,484 shares of the Company’s common stock issued and outstanding and no zero shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There areOther than pursuant to the Company’s equity incentive and other benefit plans duly adopted by the Company’s Board of Directors, as of the date hereof, hereof there are no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Form of Subordinated Note Purchase Agreement (Bay Banks of Virginia Inc)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize authorizes the Company to issue up to (i) 20,000,000 185,000,000 shares of common stock, $1.25 no par value per share, (“Common Stock”) and (ii) 10,000,000 1,000,000 shares of preferred stock, no par value per sharestock (“Preferred Stock”). As of September 130, 20212020, there were 6,959,134 28,179,798 shares of the Company’s common stock issued and outstanding Common Stock, and no shares of the Company’s preferred stock Preferred Stock are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Central Pacific Financial Corp)

Capital Stock and Related Matters. The Articles Certificate of Formation of the Company authorize authorizes the Company to issue up to (i) 20,000,000 10,000,000 shares of common stock, $1.25 par value per share, (ii) 10,000,000 and no shares of preferred stock, no par value per share. As of September 1the date of December 31, 20212020, there were 6,959,134 6,501,024 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (River Financial Corp)

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Capital Stock and Related Matters. The Articles Charter of the Company authorize authorizes the Company to issue up to (i) 20,000,000 50,000,000 shares of common stock, $1.25 0.01 par value per sharevalue, (ii) 10,000,000 and 1,000,000 shares of preferred stock, no $0.01 par value per sharevalue. As of September 1, 2021the date of this Agreement, there were 6,959,134 are 13,680,974 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Except as disclosed on Schedule 4.1.2 attached hereto, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Capital Bancorp Inc)

Capital Stock and Related Matters. The Articles Charter of the Company authorize authorizes the Company to issue up to (i) 20,000,000 40,000,000 shares of common stock, $1.25 par value per share, (ii) 900,000 shares of 10% Cumulative Preferred Stock and 10,000,000 shares of preferred stock, no par value per shareSenior Preferred Stock. As of September 1March 31, 2021, there were 6,959,134 32,771,013 shares of the Company’s common stock issued and outstanding outstanding, and no shares of the Company’s preferred stock 10% Cumulative Preferred Stock or Senior Preferred Stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board board of Directorsdirectors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Bancfirst Corp /Ok/)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize authorizes the Company to issue up to (i) 20,000,000 shares of common stock, $1.25 par value $2.50 per share, (ii) 10,000,000 and 250,000 shares of preferred stock, no par value $1.00 per share. As of September 1, 2021the date of this Agreement, there were 6,959,134 are 12,976,946 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Summit Financial Group Inc)

Capital Stock and Related Matters. The Articles Charter of the Company authorize authorizes the Company to issue up to (i) 20,000,000 40,000,000 shares of common stock, $1.25 1.00 par value per sharevalue, (ii) and 10,000,000 shares of preferred stock, no $1.00 par value per sharevalue. As of September 1, 2021the date of this Agreement, there were 6,959,134 are 21,602,199 shares of the Company’s common stock issued and 21,408,017 shares of the Company’s common stock outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue up to (i) 20,000,000 10,000,000 shares of common stock, $1.25 par value per share, (ii) 10,000,000 stock and 2,000,000 shares of preferred stock, no par value per share. As of September 1December 31, 20212020, there were 6,959,134 7,443,842 shares of the Company’s common stock issued and outstanding and no 28,750 shares of the Company’s preferred stock were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (MainStreet Bancshares, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize authorizes the Company to issue up to (i) 20,000,000 35,000,000 shares of common stock, $1.25 par value $0.4167 per share, (ii) 10,000,000 and 5,000,000 shares of preferred stock, no par value per share. As of September 1November 30, 2021, there were 6,959,134 5,282,853 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (CB Financial Services, Inc.)

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