Capital Stock; Other Interests Sample Clauses

Capital Stock; Other Interests. The authorized capital stock of the Bank consists of 10,000,000 shares of $1.00 par value common stock (the “Bank Common Stock”), of which 3,917,979.78 shares are issued and outstanding, and 5,000,000 shares of preferred stock, none of which are issued and outstanding.
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Capital Stock; Other Interests. As of August 28, 2006, the authorized capital stock: of (i) Old Florida consists of 5,000,000 shares of Old Florida Common Stock, par value $0.01, of which 2,010,974 shares are issued and outstanding and there are no shares held as treasury stock, and 1,000,000 shares of Preferred Stock, par value $0.01, of which no shares are issued and outstanding; and (ii) OFB consists of 5,000,000 shares of common stock, $5.00 par value per share (“OFB Common Stock”), of which 1,216,595 shares are issued and outstanding and there are no shares held as treasury stock. All issued and outstanding shares of capital stock of each of Old Florida and its Subsidiaries have been duly authorized and are validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of OFB and Old Florida Capital, Inc. are owned by Old Florida, free and clear of all liens, charges, security interests, mortgages, pledges and other encumbrances. Other than outstanding stock options and stock purchase warrants to acquire up to an aggregate of 189,337 shares of Old Florida Common Stock (collectively, “Stock Options”), none of Old Florida and its Subsidiaries has outstanding any stock options or other rights to acquire any shares of its capital stock or any security convertible into such shares, or has any obligation or commitment to issue, sell or deliver any of the foregoing or any shares of its capital stock. There are no agreements among Old Florida and Old Florida’s shareholders or by which Old Florida is bound with respect to the voting or transfer of Old Florida Common Stock or granting registration rights to any holder thereof. The outstanding capital stock of each of Old Florida and its Subsidiaries has been issued in compliance with all legal requirements and in compliance with any preemptive or similar rights. Except as set forth on Schedule 3.02 of the Schedule of Exceptions, none of Old Florida and its Subsidiaries has any Subsidiaries (other than OFB and Old Florida Capital, Inc.) or any direct or indirect ownership interest in any firm, corporation, partnership or other entity.
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Capital Stock; Other Interests. As of June 30, 2005, the authorized capital stock (i) of Holding consists of 7,500,000 shares of Holding Common Stock, of which 3,402,848 shares are issued and outstanding and no shares are held in its treasury; and (ii) of the Bank consists of 1,000,000 shares of common stock, $5.00 par value per share ("Bank Common Stock"), of which 751,478 shares are issued and outstanding and no shares are held in its treasury. All issued and outstanding shares of capital stock of each member of Holding's consolidated group have been duly authorized and are validly issued, fully paid and (except as provided in 12 U.S.C. Section 55)
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Capital Stock; Other Interests. The authorized capital stock (i) of Citizens consists of 10,000,000 shares of Citizens Common Stock, of which 1,266,219 shares are issued and outstanding and 41,310 shares are held in its treasury; and (ii) of the Bank consists of 240,000 shares of common stock, of which 240,000 shares are issued and outstanding and no shares are held in its treasury. All issued and outstanding shares of capital stock of each member of Citizens' consolidated group have been duly authorized and are validly issued, fully paid and (except as provided in 12 U.S.C. Section 55) non-assessable, and all of the outstanding shares of the Bank are owned by Citizens, free and clear of all liens, charges, security interests, mortgages, pledges and other encumbrances. Other than options to acquire up to an aggregate of 120,000 shares of Citizens Common Stock, granted under the Option Plans (as hereinafter defined), no member of Citizens' consolidated group has outstanding any stock options or other rights to acquire any shares of its capital stock or any security convertible into such shares, or has any obligation or commitment to issue, sell or deliver any of the foregoing or any shares of its capital stock. The outstanding capital stock of each member of Citizens' consolidated group has been issued in compliance with all legal requirements and in compliance with any preemptive or similar rights. No member of Citizens' consolidated group has a subsidiary (other than Bank) or direct or indirect ownership interest exceeding 5% in any firm, corporation, partnership or other entity.
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Capital Stock; Other Interests. Its authorized capital stock consists of 1,000,000 shares of common stock, $1.00 par value per share, of which 222,339 shares are issued and outstanding and 22,421 shares are held in its treasury. All outstanding shares of it and of the capital stock of Holding and its wholly-owned subsidiary, Lamar Bank (the "Bank"), have been duly authxxxxxd and are validly issued, fully paid and non-assessable. Except as disclosed in the Exceptions Schedule there are no stock options or other rights (including conversion rights) outstanding to acquire, or any obligation to issue, sell or deliver any of such rights or any shares of, its or Holding's or Bank's capital stock. Neither it nor Holding nor Bank has any equity or voting interest exceeding 1% in any entity other than its interest in Holding and Bank, of which it directly or indirectly owns all of the 1,000 and 60,000 shares respectively, outstanding, free and clear of any liens, equities or encumbrances whatsoever.
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Capital Stock; Other Interests. Its authorized capital stock consists of (i) 2,000,000 shares of common stock, par value $1.25 per share, of which 548,325 shares are issued and outstanding and no shares are held in its treasury, and (ii) 100,000 shares of preferred stock, par value $8 per share, no shares of which are issued and outstanding or held in its treasury. There are issued and outstanding options to purchase up to 12,500 shares of its common stock at an exercise price of $8 per share. All outstanding shares of Seller and of the capital stock of First Community Bank have been duly authorized and are validly issued, fully paid and non-assessable, except to the extent that such shares may be deemed assessable under Section 262 of the Louisiana Banking Law. Except as disclosed in the Confidential Exceptions Schedule, or this paragraph, there are no stock options or other rights (including conversion rights) outstanding to acquire, or any obligation to issue, sell or deliver any of such rights or any shares of its or First Community Bank’s capital stock. Except as disclosed in the Confidential Exceptions Schedule, neither it nor First Community Bank has any equity or voting interest exceeding 1% in any entity other than its interest in First Community Bank, of which it directly or indirectly owns all of the shares outstanding, free and clear of any liens, equities, encumbrances or rights or claims of others whatsoever.
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Capital Stock; Other Interests. AHB’s authorized capital stock consists of 10,000,000 shares of AHB Common Stock, of which 2,036,920 shares are issued and outstanding and 15,458 shares are held in its treasury. All outstanding shares of AHB Common Stock and all outstanding shares of the capital stock of the Bank, have been duly authorized and are validly issued, fully paid and non-assessable. Except as set forth in Schedule 3.2(a), there are no stock options or other rights (including conversion rights) outstanding to acquire, or any obligation to issue, sell or deliver any of such rights or any shares of, its or Bank’s capital stock. Neither AHB nor the Bank has any equity or voting interest exceeding 1% in any entity other than its interest in the Bank, of which it directly or indirectly owns all of the shares outstanding, free and clear of any liens, equities or encumbrances whatsoever.
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Capital Stock; Other Interests. IBKC’s authorized capital stock consists of 25,000,000 shares of IBKC Common Stock, of which 8,649,777 shares are issued and outstanding, and 1,772,117 shares are held in its treasury, and 5,000,000 shares of preferred stock, par value $1.00 per share, of which none are issued and outstanding. All outstanding shares of IBKC Common Stock have been duly authorized and are validly issued, fully paid and non-assessable.
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Capital Stock; Other Interests. As of December 31, 2005, the authorized capital stock of Bristol consists of 1,000,000 shares of preferred stock (none of which are issued and outstanding) and 3,500,000 shares of Bristol Common Stock (2,500,000 of which are designated as Class A and 1,000,000 of which are designated as Class B). Also as of December 31, 2005, 402,400 shares of Class B Bristol Common Stock and 804,800 shares of Bristol Class A Common Stock are outstanding and there are no shares held as treasury stock. All issued and outstanding shares of capital stock of Bristol have been duly authorized and are validly issued, fully paid and nonassessable. Other than outstanding options to acquire up to an aggregate of 86,400 shares of Bristol Common Stock (the “Stock Options”) granted pursuant to Bristol’s 1999 Stock Option Plan (the “Stock Option Plan”) Bristol has no outstanding stock options or other rights to acquire any shares of its capital stock or any security convertible into such shares, or has any obligation or commitment to issue, sell or deliver any of the foregoing or any shares of its capital stock. There are no agreements among Bristol and Bristol’s shareholders or by which Bristol is bound with respect to the voting or transfer of Bristol Common Stock or granting registration rights to any holder thereof. The outstanding capital stock of Bristol has been issued in compliance with all legal requirements and in compliance with any preemptive or similar rights. Except as set forth on Schedule 3.02 of the Schedule of Exceptions, Bristol has no subsidiaries or any direct or indirect ownership interest in any firm, corporation, partnership or other entity.
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Related to Capital Stock; Other Interests

  • Other Interests It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Xxxxx Xxxxx” or “Boston Management and Research” or any combination thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • No Other Interests To the best of Borrower’s knowledge after due inquiry and investigation, no Person has (a) any possessory interest in the Mortgaged Property or right to occupy the Mortgaged Property except under and pursuant to the provisions of existing Leases by and between tenants and Borrower (a form of residential lease having been previously provided to Lender together with the material terms of any and all Non-Residential Leases at the Mortgaged Property), or (b) an option to purchase the Mortgaged Property or an interest in the Mortgaged Property, except as has been disclosed to and approved in writing by Lender.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Distributions Other Than Cash, Shares or Rights Subject to the provisions of Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary deems such distribution not to be lawful and feasible, the Depositary may adopt such other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

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