Certain Offerings by Treasury. In the case of any securities held by Treasury that cease to be Registrable Securities solely by reason of clause (2) in the definition of “Registrable Securities,” the provisions of Sections 4.5(a)(ii), clauses (iv), (ix) and (x)-(xii) of Section 4.5(c), Section 4.5(g) and Section 4.5(i) shall continue to apply until such securities otherwise cease to be Registrable Securities. In any such case, an “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution.
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated September 1, 2011 (the “Agreement”) by and between Stewardship Financial Corporation (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows:
1. I am a duly elected/appointed President and Chief Executive Officer of the Company.
2. Attached as Exhibit A hereto is a true, complete and correct copy of the articles of incorporation, articles of association, or similar organizational document of the Company and any amendments thereto as presently on file with the Department of Treasury of the State of New Jersey.
3. Attached as Exhibit B hereto is a true, complete and correct copy of the by-laws of the Company as presently in effect.
4. Attached as Exhibit C hereto is a true, complete and correct copy of resolutions adopted at a duly convened meeting at which a quorum was present and acting of the Board of Directors of the Company (the “Board”). Such resolutions are now in full force and effect and have not been modified, amended or revoked and are the only resolutions of the Board relating to the Agreement.
5. Shareholder consent is not required in connection with the execution, delivery and performance of the Agreement by the Company.
6. Attached as Exhibit D is a true, complete and correct copy of the Certificate of Designation, which has been filed with, and accepted by, the Department of Treasury of the State of New Jersey.
7. The representations and warranties of the Company set forth in Article II of Annex C of the Agreement are true and correct in all respects as though as of the date hereof (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and the Company has performed in all material respects all obligations required to be performed by it under the Agreement. The foregoing certifications are made and delivered as of September 1...
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution. In connection with that certain Securities Purchase Agreement, dated [ ], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows:
1. I am a duly elected/appointed [ ] of the Company.
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution.
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated [____________], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows:
1. I am a duly elected/appointed [____________] of the Company.
2. The representations and warranties of the Company set forth in Article II of Annex C of the Agreement are true and correct in all respects as though as of the date hereof (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and the Company has performed in all material respects all obligations required to be performed by it under the Agreement.
3. The Certificate of Designation, a true, complete and correct copy of which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary of State of the State of [___________]. The foregoing certifications are made and delivered as of [_________] pursuant to Section 1.3 of Annex C of the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Annex G (Form of Officer’s Certificate)
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution. Annex E (Registration Rights) Page Annex F (Form of Certificate of Designations) Page [Insert name of Issuer], a [corporation/bank/banking association/savings association] organized and existing under the laws of the [Insert jurisdiction of organization] (the “Issuer”), in accordance with the provisions of Section[s] [●] of the [Insert applicable statute] thereof, does hereby certify: The board of directors of the Issuer (the “Board of Directors”) or an applicable committee of the Board of Directors, in accordance with the [[certificate of incorporation/articles of association] and bylaws] of the Issuer and applicable law, adopted the following resolution on [●] creating a series of [●] shares of Preferred Stock of the Issuer designated as “Senior Non-Cumulative Perpetual Preferred Stock, Series [●]”. RESOLVED, that pursuant to the provisions of the [[certificate of incorporation/articles of association] and the bylaws] of the Issuer and applicable law, a series of Preferred Stock, par value $[●] per share, of the Issuer be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated [____________], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows:
1. I am a duly elected/appointed [____________] of the Company.
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution.
I. The name of the corporation is Xenith Bankshares, Inc., a corporation organized and existing under the laws of the Commonwealth of Virginia (the “Corporation”).
II. In accordance with the provisions of Section 13.1-639 of the Virginia Stock Corporation Act (the “VSCA”) and the authority conferred on the Board of Directors of the Corporation by the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Articles of Incorporation are hereby amended to create a new series of shares of Preferred Stock, par value $1.00 per share, of the Corporation designated as “Senior Non-Cumulative Perpetual Preferred Stock, Series A”. The designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution. Annex E (Registration Rights) Page 9 ANNEX F FORM OF CERTIFICATE OF DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) Page 1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF FIRST NBC BANK HOLDING COMPANY First NBC Bank Holding Company, a Louisiana corporation (the “Corporation”), through its undersigned President and Secretary, hereby certifies that on July 27, 2011, the Board of Directors of the Corporation, in accordance with Article III(B) of the Articles of Incorporation of the Corporation and Section 33(A) of the Louisiana Business Corporation Law, adopted an amendment to Article III of the Articles of Incorporation to add a Section E, which Article III(F) reads in its entirety as follows:
Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution. First NBC Bank Holding Company, a Louisiana corporation (the “Corporation”), through its undersigned President and Secretary, hereby certifies that on July 27, 2011, the Board of Directors of the Corporation, in accordance with Article III(B) of the Articles of Incorporation of the Corporation and Section 33(A) of the Louisiana Business Corporation Law, adopted an amendment to Article III of the Articles of Incorporation to add a Section E, which Article III(F) reads in its entirety as follows:
