Capitalization of the Bank. As of the date hereof, the authorized capital stock of the Bank consists of (i) 10,000,000 shares of common stock, no par value, of which one hundred (100) shares are issued and outstanding, and (ii) 2,000,000 shares of preferred stock, no par value, of which no shares are issued or outstanding. All of the issued and outstanding shares of the common stock of the Bank were validly issued and are fully paid, nonassessable and free of preemptive rights (and were not issued in violation of preemptive rights) and are owned by the Company free and clear of any Liens. No shares of Bank common stock are held in the treasury of the Bank. The Bank does not have any arrangements or commitments obligating it to sell or issue any shares of its capital stock or any securities convertible into or having the right to purchase any shares of its capital stock.
Capitalization of the Bank. (a) The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $5.00 par value (“Bank Stock”), 500 shares of which are issued, outstanding and held of record and beneficially owned by the Company. All of the issued and outstanding shares of the capital stock of the Bank are duly and validly issued and outstanding, are fully paid and non-assessable and are owned of record and beneficially by the Company, free and clear of all Liens, pledges, encumbrances or charges of any kind or nature.
(b) There are no outstanding or authorized (nor will there be at the Closing Dates): (i) shares of capital stock or equity securities of the Bank, except as described in subsection (a) above; (ii) subscriptions, options, warrants, convertible securities, calls, rights, commitments or any other agreements of any character relating to the issued or unissued capital stock or other securities of the Bank obligating the Bank to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of the Bank or obligating the Bank to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment; (iii) contractual obligations of the Bank to repurchase, redeem or otherwise acquire any outstanding shares of the Bank Stock; (iv) voting trusts or other agreements with respect to the voting of the Bank Stock to which the Bank is a party or, to the Company’s knowledge, to which any other Person is a party; or (v) bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which the Bank’s shareholders may vote. All outstanding shares of the Bank’s capital stock were issued in compliance with Applicable Law.
Capitalization of the Bank. The authorized capital stock of the Bank consists of 10,000 shares of common stock, par value $1.00 per share, which will continue to be the authorized capital stock of the Resulting Institution following the Merger Effective Time.
Capitalization of the Bank. The authorized capital stock of the Bank consists of 1,000,000 shares of common stock, par value $0.10 per share (“Bank Common Stock”). As of the date of this Agreement, (i) 1,000,000 shares of Bank Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable, and (ii) the Company owns all of the issued and outstanding Bank Common Stock. As of the date of this Agreement, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character, relating to the issued or unissued Bank Common Stock or obligating the Bank to issue or sell any shares of Bank Common Stock, or other equity interests in the Bank. There are no obligations, contingent or otherwise, of the Company or the Company Subsidiaries to repurchase, redeem, or otherwise acquire any shares of the Bank’s Common Stock or to provide funds to or make any investment (in the form of a loan, capital contribution, or otherwise) in any other entity.
Capitalization of the Bank. The authorized capital stock of the Bank consists of 3,000,000 shares of common stock having a par value of $.01 per share (the "Bank Common Stock") and 500,000 shares of preferred stock having a par value of $.01 per share. As of the date of this Merger Agreement, 100,000 shares of the Bank Common Stock were issued and outstanding, no shares of the Bank Common Stock were held by the Bank as treasury stock and no shares of the preferred stock were issued and outstanding. Except as set forth in Schedule 4.21, all of the outstanding Bank Common Stock is held beneficially and of record by First Lancaster, free and clear of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever. All of the outstanding Bank Common Stock is validly issued, fully-paid and nonassessable and has not been issued in violation of any preemptive rights of any Bank Shareholder. As of the date hereof, there are no outstanding securities or other obligations which are convertible into the Bank Common Stock or into any other equity or debt security of the Bank, and there are no outstanding options, warrants, rights, scrip, rights to subscribe to, calls or other commitments of any nature which would entitle the holder, upon exercise thereof, to be issued the Bank Common Stock or any other equity or debt security of the Bank.
Capitalization of the Bank. The authorized capital stock of the Bank consists of 6,000 shares of Common Stock, $100 par value (the "Bank Common Stock"), of which 6,000 are validly issued and outstanding. Except for the interest of ANB in the Bank Common Stock, FWC owns beneficially and of record all of the issued and outstanding shares of Bank Common Stock, free and clear of all liens, pledges, assignments, and security interests. All of the shares of Bank Common Stock are validly issued, fully paid, and are non-assessable and were not issued in violation of any person's preemptive rights. The Bank is not a party to or bound by any commitment or obligation to issue or sell or otherwise dispose of, or to purchase or redeem, any capital stock or any other security convertible into or having the right to purchase such shares of Bank Common Stock.
Capitalization of the Bank. The authorized, issued and outstanding shares of capital stock of the Bank are as set forth in the Bank Offering Circular in the column entitled "Actual" under the caption "Capitalization" (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Bank Offering Circular or in the Incorporated Documents or pursuant to the exercise of convertible securities or options referred to in the Bank Offering Circular or in the Incorporated Documents).
Capitalization of the Bank. The authorized capital stock of the Bank consists of 62,000 shares of common stock, $4.00 par value, of which 62,000 shares are outstanding, and no shares are held in the treasury. Sellers own at least 49,600 shares or 80% of the outstanding capital stock of the Bank, and the remaining shares of the outstanding capital stock of the Bank are owned by the shareholders listed and in the amounts set forth on Schedule 1.1.2 attached hereto. All of the outstanding shares of capital stock of the Bank have been duly authorized, validly issued and are fully paid and nonassessable. There are no outstanding subscriptions, contracts, conversion privileges, options, warrants, calls, preemptive rights or other rights or agreements obligating the Bank to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of the capital stock of the Bank. No shareholder has any rights of dissent with respect to the consummation of the transactions contemplated under the Agreement. Since January 1, 1997, no shares of the capital stock of the Bank have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Bank. The Bank does not own beneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture, nor does the Bank have any subsidiaries.
Capitalization of the Bank. All of the outstanding shares of common stock of the Bank have been duly authorized and validly issued, are fully paid and nonassessable, are owned as indicated in the Prospectus under the caption "The Bank" and are subject only to such pledges, liens, security interests, charges, claims, equities and encumbrances of any kind to the extent set forth in the Prospectus under the caption "The Bank." The authorized, issued and outstanding capital stock and any outstanding short-term debt, long-term debt and capital lease obligations of the Bank at September 30, 1997 are as set forth in the Prospectus under the caption "Capitalization," and any subsequent borrowings and issuances have been made in the ordinary course of business.
Capitalization of the Bank. As of the date of this Agreement, the authorized, issued and outstanding capital stock of the Bank is set forth on Section 4.3 of the Seller
