Capitalization of GSI and Xxxxxxx Bank Sample Clauses

Capitalization of GSI and Xxxxxxx Bank. The authorized capital stock of GSI consists of Four Million (4,000,000) shares consisting of (i) Three Million (3,000,000) shares of common stock, par value $0.01 per share ("Common Stock"), of which Four Hundred Two Thousand Two Hundred Fifty-Seven (402,257) shares are issued and outstanding and are owned by the Shareholders listed on Exhibit 2. 3.1 to this Agreement, which is attached hereto and by this reference made a part hereof ("GSI Shareholders"), in the amounts reflected thereon opposite the name of each such Shareholder, and of (ii) One Million (1,000,000) shares of serial preferred stock, par value $0.01 per share, none of which are issued and outstanding ("Preferred Stock"). One Hundred Eight Thousand Seven Hundred Forty-Four (108,744) shares of the Common Stock of GSI are held in its treasury. Ten Thousand Nine Hundred Forty-Two (10,942) shares of GSI Common Stock are held by the Xxxxxxx Bank Management Stock Bonus Plan as "Plan Shares," of which Four Thousand One Hundred Twenty-Four (4,124) have not been awarded to any employee or non-employee director of GSI or Xxxxxxx Bank and thus are not included in the total issued and outstanding shares of GSI Common Stock stated above. No share of the capital stock of GSI has been reserved for any 3.2 to this Agreement, which is attached hereto and by this reference made a part hereof ("Stock Option Holders"). There are no outstanding agreements, arrangements, commitments or understandings of any kind affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of the capital stock of either GSI or Xxxxxxx Bank, respectively, or any equity securities of GSI or Xxxxxxx Bank, respectively, except as expressly provided for and described in this Agreement. On the Closing Date, GSI will have good, valid and marketable title to all of the issued and outstanding shares of Xxxxxxx Bank Stock, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, encumbrances and equities whatsoever, with full right and authority to sell and transfer all of the Xxxxxxx Bank Stock to Buyer. Xxxxxxx Bank has properly established and maintained a liquidation account pursuant to the plan of conversion adopted by it in connection with its conversion from a mutual federal savings bank to a stock savings bank, as referenced above in Section 1.16, and has provided Buyer true and complete copies of all records and information which it has in its possession or co...