Common use of Capitalization of Seller Clause in Contracts

Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 Seller Shares, of which 17,805,441 Seller Shares were issued and outstanding as of September 30, 2014, and (B) 5,000,000 shares of preferred stock, par value $0.01 per share (“Seller Preferred Stock”), no shares of which are issued and outstanding. As of September 30, 2014, 1,408,785 Seller Shares were held in its treasury, 2,968,410 Seller Shares were held in the Seller’s Employee Stock Ownership Plan (the “ESOP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares have been issued in compliance in all material respects with all applicable Federal and state securities laws. As of September 30, 2014, 1,185,130 Seller Shares were reserved for issuance upon the exercise of outstanding Seller Stock Options. Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the Seller Stock Options was granted, becomes exercisable and expires. As of September 30, 2014, 116,562 shares of restricted stock were issued and outstanding pursuant to all Seller Compensation and Benefit Plans (“Seller Restricted Stock”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock, the vesting dates and number of shares held by such holder.

Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 10,000,000 Seller Shares, of which 17,805,441 3,068,008 Seller Shares were issued and outstanding as of September 30March 31, 20142012, and (B) 5,000,000 shares of preferred stock, par value $0.01 per share (“Seller Preferred Stock”), no shares of which are 7,000 shares were issued and outstandingoutstanding as of March 31, 2012 and 100,000 shares were reserved for issuance pursuant to the Rights Plan (as defined in Section 3.01(b)(ii)). As of September 30March 31, 20142012, 1,408,785 610,513 Seller Shares were held in its treasury, 2,968,410 . 121,387 shares were reserved for issuance pursuant to the Seller Warrant and 130,074 Seller Shares were held in the reserved for issuance pursuant to Seller’s Employee Stock Ownership Dividend Reinvestment Plan (the “ESOPDRIP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares have been issued in compliance in all material respects with all applicable Federal federal and state securities laws. As of September 30March 31, 20142012, 1,185,130 232,936 Seller Shares were reserved for issuance upon the exercise of outstanding Seller Stock Options. Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the Seller Stock Options was granted, becomes exercisable and expires. As of September 30March 31, 20142012, 116,562 5,647 shares of restricted stock were issued and outstanding pursuant to all Seller Compensation and Benefit Benefits Plans (“Seller Restricted Stock”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock, the vesting dates and number of shares held by such holder.

Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 15,000,000 Seller Shares, of which 17,805,441 5,345,554 Seller Shares were issued and outstanding as of September June 30, 20142007, and (B) 5,000,000 1,500,000 shares of preferred stockVoting Preferred Stock, $.01 par value $0.01 per share (“Seller share, none of which has been issued or is outstanding and 1,500,000 shares of Non-Voting Preferred Stock”), no shares $.01 par value per share, none of which are has been issued and or is outstanding. As of September June 30, 20142007, 1,408,785 529,080 Seller Shares were held in its treasury, 2,968,410 Seller Shares were held in the Seller’s Employee Stock Ownership Plan (the “ESOP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares issued have been issued in compliance in all material respects with all applicable Federal federal and state securities laws. As of September June 30, 20142007, 1,185,130 384,233 Seller Shares were reserved for issuance upon the exercise of outstanding stock options (the “Seller Stock Options”) granted under the Oak Hill Financial, Inc. 2004 Stock Incentive Plan, and the Oak Hill Financial, Inc. Fourth Amended and Restated 1995 Stock Option Plan (collectively, the “Seller Stock Option Plans”). Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the Seller Stock Options was granted, becomes exercisable and expires. As of September 30, 2014, 116,562 shares of restricted stock were issued and outstanding pursuant to all Seller Compensation and Benefit Plans (“Seller Restricted Stock”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock, the vesting dates and number of shares held by such holder.

Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 10,000,000 Seller Shares, of which 17,805,441 5,453,271 Seller Shares were issued and outstanding as of September 30April 22, 20142016, and (B) 5,000,000 shares of preferred stock, stock without par value $0.01 per share (“Seller Preferred Stock”), no shares of which are issued and outstanding. As of September 30the date of this Agreement, 2014, 1,408,785 322,966 Seller Shares were held in its treasury, 2,968,410 Seller Shares were held in the Seller’s Employee Stock Ownership Plan (the “ESOP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares have been issued in compliance in all material respects with all applicable Federal and state securities laws. As of September 30April 22, 20142016, 1,185,130 71,500 Seller Shares were reserved for issuance upon the exercise of outstanding Seller Stock Options. Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the Seller Stock Options was granted, becomes exercisable and expires. As of September 30April 22, 20142016, 116,562 shares of 175,966 Seller Shares were reserved for issuance in connection with restricted stock were issued and outstanding units granted pursuant to Seller Stock Plans and all other Seller Compensation and Benefit Plans (“Seller Restricted StockStock Units”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted StockStock Units, the vesting dates and number of shares units held by such holder.

Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 18,000,000 Seller Shares, of which 17,805,441 4,605,538 Seller Shares were issued and outstanding as of September June 30, 20142004, and (B) 5,000,000 2,000,000 shares of preferred stock, without par value $0.01 per share (“Seller Preferred Stock”)value, no shares none of which are has been issued and or is outstanding. As of September June 30, 20142004, 1,408,785 117,630 Seller Shares were held in its treasury, 2,968,410 Seller Shares were held in the Seller’s Employee Stock Ownership Plan (the “ESOP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares issued have been issued in compliance in all material respects with all applicable Federal federal and state securities laws. As of September June 30, 20142004, 1,185,130 646,846 Seller Shares were reserved for issuance upon the exercise of outstanding Seller stock options (the "SELLER STOCK OPTIONS") granted under the Xxxxxx Financial Corporation Stock OptionsOption and Incentive Plan, the Xxxxxx Financial Corporation 1999 Stock Option and Incentive Plan, and the Xxxxxx Financial Corporation 2003 Stock Option and Incentive Plan (collectively, the "SELLER STOCK OPTION PLANS"). Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the Seller Stock Options was granted, becomes exercisable and expires. As of September 30, 2014, 116,562 shares of restricted stock were issued and outstanding pursuant to all Seller Compensation and Benefit Plans (“Seller Restricted Stock”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock, the vesting dates and number of shares held by such holder.

Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 7,250,000 Seller Shares, of which 17,805,441 2,645,000 Seller Shares were are issued and outstanding as of September 30, 2014outstanding, and (B) 5,000,000 250,000 shares of preferred stock, par value $0.01 .01 per share (“Seller Preferred Stock”)share, no shares none of which have been issued or are issued and outstanding. As of September 30March 25, 20142004, 1,408,785 805,092 Seller Shares were are held in its treasury, 2,968,410 Seller Shares were held in the treasury by Seller’s Employee Stock Ownership Plan (the “ESOP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares issued have been issued in compliance in all material respects with all applicable Federal federal and state securities laws. As of September 30March 25, 20142004, 1,185,130 138,307 Seller Shares were reserved for issuance upon the exercise of outstanding stock options (the “Seller Stock Options”) granted under the Seller Financing Corporation 1995 Stock Option and Incentive Plan and the Seller Financing Corporation 1998 Omnibus Incentive Plan (collectively, the “Seller Stock Option Plans”). Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof February 29, 2004 is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the such Seller Stock Options Option was granted, becomes exercisable and expires. As of September 30, 2014, 116,562 shares of restricted stock were issued and outstanding pursuant to all Seller Compensation and Benefit Plans (“Seller Restricted Stock”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock, the vesting dates and number of shares held by such holder.

Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 18,000,000 Seller Shares, of which 17,805,441 4,605,538 Seller Shares were issued and outstanding as of September June 30, 20142004, and (B) 5,000,000 2,000,000 shares of preferred stock, without par value $0.01 per share (“Seller Preferred Stock”)value, no shares none of which are has been issued and or is outstanding. As of September June 30, 20142004, 1,408,785 117,630 Seller Shares were held in its treasury, 2,968,410 Seller Shares were held in the Seller’s Employee Stock Ownership Plan (the “ESOP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares issued have been issued in compliance in all material respects with all applicable Federal federal and state securities laws. As of September June 30, 20142004, 1,185,130 646,846 Seller Shares were reserved for issuance upon the exercise of outstanding stock options (the "Seller Stock Options") granted under the Winton Financial Corporation Stock Option and Incentive Plan, the Winton Financial Corporation 1999 Stock Option and Incentive Plan, and the Winton Financial Corporation 2003 Stock Option and Xxxxxtive Plan (collectively, the "Seller Stock Option Plans"). Seller Sxxxxx has furnished to Buyer a true, complete and correct copy of the Seller Stock Sellex Xxxxk Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the Seller Stock Options was granted, becomes exercisable and expires. As of September 30, 2014, 116,562 shares of restricted stock were issued and outstanding pursuant to all Seller Compensation and Benefit Plans (“Seller Restricted Stock”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock, the vesting dates and number of shares held by such holder.