Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes the Company to issue 25,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of the date of this Agreement, there are [●] 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 (Meridian Corp)

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Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorizes the Company to issue 25,000,000 20,000,000 shares of common stock and 5,000,000 10,000,000 shares of preferred stock. As of the date of this Agreement, there are [●] 10,683,031 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 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 (Bancplus Corp)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes the Company to issue 25,000,000 45,000,000 shares of common stock and 5,000,000 750,000 shares of preferred stock. As of the date of this Agreement, there are [●] 24,992,238 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 (German American Bancorp, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes authorize the Company to issue 25,000,000 30,000,000 shares of common stock and 5,000,000 500,000 shares of preferred stock. As of the date of this Agreement, there are [●] 16,099,324 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 (MidWestOne Financial Group, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorizes the Company to issue 25,000,000 10,000,000 shares of common stock and 5,000,000 shares of preferred stock, no par value. As of the date of this Agreement, there are [●] 7,842,824 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: Form of Subordinated Note Purchase Agreement (Bankwell Financial Group, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorizes the Company to issue 25,000,000 20,000,000 shares of common stock and 5,000,000 1,000,000 shares of preferred stock. As of the date of this Agreement, there are [●] 6,818,883 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 (Eagle Bancorp Montana, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorizes the Company to issue 25,000,000 30,000,000 shares of common stock and 5,000,000 1,000,000 shares of preferred stock. As of the date of this Agreement, there are [●] 18,059,174 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 (South Plains Financial, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes authorize the Company to issue 25,000,000 9,000,000 shares of common stock Common Stock and 5,000,000 1,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are [●] 2,055,416 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-assessablenonassessable. 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: Stock Purchase Agreement (Quaint Oak Bancorp Inc)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes authorize the Company to issue 25,000,000 9,000,000 shares of common stock Common Stock and 5,000,000 1,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are [●] 2,273,160 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-assessablenonassessable. 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: Stock Purchase Agreement (Quaint Oak Bancorp Inc)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes authorize the Company to issue 25,000,000 9,000,000 shares of common stock Common Stock and 5,000,000 1,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are [●] 2,493,975 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-assessablenonassessable. 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: Stock Purchase Agreement (Quaint Oak Bancorp Inc)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes the Company to issue 25,000,000 20,000,000 shares of common stock and 5,000,000 1,000,000 shares of preferred stock. As of the date of this Agreement, there are [●] 15,552,297 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 (Bar Harbor Bankshares)

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Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorizes the Company to issue 25,000,000 9,000,000 shares of common stock stock, par value $0.01 per share, and 5,000,000 1,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are [●] ____ 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 (Quaint Oak Bancorp Inc)

Capital Stock and Related Matters. The Amended and Restated Articles of Incorporation of the Company authorizes authorize the Company to issue 25,000,000 100,000,000 shares of common stock and 5,000,000 10,000,000 shares of preferred stock. As of the date of this AgreementAugust 1, 2020, there are [●] 21,605,292 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 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 (Atlantic Capital Bancshares, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes the Company to issue 25,000,000 10,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of the date of this Agreement, there are [●] 6,405,170 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: Form of Subordinated Note Purchase Agreement (Meridian Corp)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes authorize the Company to issue 25,000,000 9,000,000 shares of common stock Common Stock and 5,000,000 1,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are [●] 2,407,301 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-assessablenonassessable. 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: Stock Purchase Agreement (Quaint Oak Bancorp Inc)

Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorizes the Company to issue 25,000,000 10,000,000 shares of common stock and 5,000,000 2,000,000 shares of preferred stock. As of the date of this Agreement, there are [●] 5,737,219 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 (United Bancorp Inc /Oh/)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorizes the Company to issue 25,000,000 10,000,000 shares of common stock and 5,000,000 10,000,000 shares of preferred stock. As of the date of this Agreement, there are [●] 7,618,519 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: Form of Subordinated Note Purchase Agreement (Southern First Bancshares Inc)

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