Capitalization and Stockholders. As of November 30, 1996, the authorized capital stock of the Company consisted of: (i) 100,000,000 shares of Common Stock, of which (A) 44,764,853 shares are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) no shares are held in the treasury of the Company, (C) 13,966,551 shares are reserved for future issuance for the exercise of outstanding stock options and (D) 1,670,773 shares are reserved for future issuance for the exercise of warrants, and (ii) 10,000,000 shares of preferred stock, of which 422,500 shares of Series A Convertible Preferred Stock (initially convertible into 5,827,586 shares of Common Stock) are issued and outstanding. Except for the Contingent Stock and as described in Schedule 2.11, no shares of the capital stock or other equity securities of the Company are authorized, issued or outstanding, or reserved for any other purpose, and there are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of any character (including, without limitation, obligations to issue shares as the deferred purchase price for acquisitions of stock or assets of third parties) to which the Company or any of its Subsidiaries is a party relating to the issued or unissued capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, issue or sell any shares of capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries, by sale, lease, license or otherwise. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote or which are convertible into or exercisable for securities having the right to vote with the stockholders of the Company on any matter. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries. There are no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of the Company. Immediately after the Series B and Convertible Notes Closing and the Series C Closing, all outstanding shares wil...
Capitalization and Stockholders. 19 3.06 BFFC Financial Statements; Material Changes....................................................19 3.07 Bank...........................................................................................20 3.08
Capitalization and Stockholders. (a) As of the date hereof, the authorized capital stock of Bancorp consists of the following: CLASS OF PAR STOCK VALUE AUTHORIZED ISSUED OUTSTANDING TREASURY ----- ----- ---------- ------ ----------- -------- Common $0.01 5,000,000 3,525,070 2,486,263 1,038,807 Preferred $0.01 1,000,000 0 0 0 All of the issued and outstanding shares of Bancorp Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Bancorp Common Stock are subject to any preemptive rights of the current or past stockholders of Bancorp. All of the issued and outstanding shares of Bancorp Common Stock will be entitled to vote to approve the Agreement.
(b) As of the date hereof, Bancorp has 245,479 shares of Bancorp Common Stock reserved for issuance under the stock option plans for the benefit of employees and directors of Bancorp or Bancorp Subsidiaries ("Bancorp Stock Option Plans") pursuant to which Bancorp Stock Options covering an aggregate of 245,479 shares of Bancorp Common Stock are outstanding as of the date hereof. As of the date hereof, all of the shares of Bancorp Common Stock authorized to be issued under Bancorp's Recognition and Retention Plans ("ARP Plans") are awarded and vested. Except as set forth in this Section 3.5 and except for the transactions herein and as provided under the Stock Option Agreement, there are no shares of capital stock or other equity securities of Bancorp outstanding and no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Bancorp, or contracts, commitments, understandings, or arrangements by which Bancorp is or may be bound to issue additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock. Each Bancorp Stock Option is exercisable or will be exercisable as of the date set forth in Schedule 3.5(b) to the Bancorp Disclosure Schedule and has an exercise price in the amount set forth in Schedule 3.5(b) to the Bancorp Disclosure Schedule.
(c) Schedule 3.5(c) to the Bancorp Disclosure Schedule (as defined below) accurately identifies the names and addresses of all of the stockholders who, to Bancorp's knowledge, beneficially own more than 5% of the shares of Bancorp Common Stock and the number of shares of common stock of Bancorp held ...
Capitalization and Stockholders. (a) The authorized capital stock of Bancshares consists of the following: (i) 4,000,000 shares of common stock, par value $0.01 per share (the “Bancshares Common Stock”), of which 1,249,316 shares are issued and outstanding and 993,184 shares are held by Bancshares as treasury shares; and (ii) 1,000,000 shares of Preferred Stock, $0.01 par value, none of which are issued and outstanding. All of the issued and outstanding shares of Bancshares Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Bancshares Common Stock are subject to any preemptive rights of the current or past stockholders of Bancshares. Subject to the terms of Bancshares’ certificate of incorporation, all of the issued and outstanding shares of Bancshares Common Stock will be entitled to vote to approve the Agreement.
(b) The authorized capital stock of Seller Bank consists of 3,000,000 shares of common stock, $1.00 par value per share (the “Seller Bank Common Stock”), and 1,000,000 shares of preferred stock, $1.00 par value per share (the “Seller Bank Preferred Stock”). All of the issued and outstanding shares of Seller Bank Common Stock and Seller Bank Preferred Stock are owned by Bancshares and have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Seller Bank Common Stock or Seller Bank Preferred Stock are subject to any preemptive rights of the current or past stockholders of Seller Bank.
(c) As of the date of this Agreement, 201,840 shares of Bancshares Common Stock are reserved for issuance with respect to outstanding Bancshares Stock Options. None of the outstanding shares of Bancshares Common Stock are subject to vesting. Except as set forth in this Section 4.5, there are no shares of capital stock or other equity securities of Bancshares outstanding and no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Bancshares, or contracts, commitments, understandings, or arrangements by which Bancshares is or may be bound to issue additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock. Each Bancshares Stock Option is vested and exercisable or will be vested and exercisable as of the date set fort...
Capitalization and Stockholders. (a) As of the date hereof, the authorized capital stock of Company consists of 9,000,000 shares of Company Common Stock. As of March 31, 2003, 3,460,974 shares of Company Common Stock were issued and outstanding. As of December 31, 2002, 255,956 shares of Company Common Stock were issued to and held by the ESOP and 24,973 shares were issued to and held by the 401(k) Plan. Since March 31, 2003, no shares of Company Common Stock have been issued except pursuant to the exercise of Company Stock Options. All of the issued and outstanding shares of Company Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Company Common Stock has been issued in violation of any preemptive rights of current or past stockholders of Company or are subject to any preemptive rights of the current or past Company stockholders. All of the issued and outstanding shares of Company Common Stock are entitled to one vote on all matters presented for a vote by Company stockholders at any meeting thereof.
(b) All of the issued and outstanding shares of Company capital stock have been duly and validly authorized and issued, are fully paid and non-assessable and are owned by Company, and are not subject to any pledge, lien, security interest or other encumbrance.
(c) As of the date hereof, Company had reserved for future issuance 757,929 shares of Company Common Stock under the Company Stock Option Plans for the benefit of employees and directors of Company, Company Bank and Company Bank Subsidiary, pursuant to which options covering 367,833 shares of Company Common Stock were outstanding as of March 31, 2003. No options covering Company Common Stock have been granted since March 31, 2003. Except as set forth in this Section, there are no shares of capital stock or other equity securities of Company outstanding and no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Company, or contracts, commitments, understandings or arrangements by which Company is or may be bound to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. There are no outstanding phantom stock rights or awards. Section 3.5 of the Company Entities Disclosure Schedule sets forth with respect...
Capitalization and Stockholders. The entire authorized, issued and outstanding capital stock of the Company was as set forth in the SEC Documents, on and as of the dates indicated therein. Immediately after the Closing, all outstanding shares of capital stock will be duly and validly issued and after the Closing, except as described in the SEC Documents and other public announcements by the Company, and except for the Preferred Shares, there will be no options, warrants or other rights outstanding or proposed involving the issuance of any additional shares of capital stock of the Company, and except for (i) the Registration Rights Agreement, (ii) that certain registration rights agreement, dated as of February 8, 1996, between the Company and holders of its 6.25% Convertible Subordinated Debentures due 2006 and (iii) that certain shareholder agreement, dated as of April 17, 1995, between Assisted Living of America, Inc. and various other parties, there will be no agreements or other instruments providing registration rights to stockholders or holders of other securities of the Company.
Capitalization and Stockholders. The entire authorized, issued and outstanding capital stock of the Company was as set forth in the Registration Statement, on and as of the dates indicated therein. Immediately after the Closing, all outstanding shares of capital stock will be duly and validly issued and, except as described in the Registration Statement, there will be no options, warrants or other rights outstanding involving the issuance of any additional shares of capital stock of the Company.
Capitalization and Stockholders. (a) As of the date hereof, the authorized capital stock of FMAC consists of (i) 100,000,000 shares of FMAC Common Stock, of which 28,760,557 shares are issued and outstanding and no shares are held as treasury shares and (ii) 10,000,000 shares of preferred stock, of which none are issued and outstanding. All of the issued and outstanding shares of FMAC Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of FMAC Common Stock has 16
Capitalization and Stockholders. (a) As of the date hereof, the capital stock of the Company consists of the following: Common $ 1.00 3,000,000 1,000,000 835,055 164,945
Capitalization and Stockholders. The entire authorized, issued and ------------------------------- outstanding capital stock of the Company was as set forth in the SEC Documents, on and as of the dates indicated therein. Immediately after each of the Initial Closing and the Second Closing, all outstanding shares of capital stock will be duly and validly issued and after each of the Initial Closing and the Second Closing, except as described in the SEC Documents and other public announcements by the Company, and except for the Preferred Shares, there will be no options, warrants or other rights outstanding or proposed involving the issuance of any additional shares of capital stock of the Company, and except for (i) the Registration Rights Agreement, (ii) that certain registration rights agreement, dated as of February 8, 1996, between the Company and holders of its 6.25% Convertible Subordinated Xxxxxxxxxx xxx 0000, (xxx) that certain Shareholder Agreement, dated as of April 17, 1995, between Assisted Living of America, Inc. and various other parties and (iii) Registration Rights Agreement dated as of October 24, 1997 between the Company and Merit Partners, LLC, there will be no agreements or other instruments providing registration rights to stockholders or holders of other securities of the Company.
