Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. The authorized capital stock of the Company consists of 85,000,000 shares of Company Common Stock, of which 22,320,230 shares were issued and outstanding as of the close of business on March 18, 2021; 2,000,000 shares of Company Non-Voting Common Stock, of which 1,467,155 shares were issued and outstanding as of the close of business on March 18, 2021; and 2,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the close of business on March 18, 2021. As of March 18, 2021, (A) 573,587 shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, (B) 194,247 shares of Company Common Stock are outstanding Company Restricted Shares and (C) 75,000 shares of Company Common Stock are subject to outstanding Company RSUs. Section 4.02(b) of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of March 18, 2021 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity Award. As of March 18, 2021, 1,039,830 shares of Company Common Stock are available for issuance under the Company Stock Plans. No shares of Company Common Stock are held in treasury by the Company or otherwise owned directly or indirectly by the Company or any Subsidiary of the Company. Except as set forth in this Section 4.02(b), there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. The outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights).

Company Capital Stock. The As of the date hereof, the authorized capital stock of the Company consists of 85,000,000 60,000,000 shares of Company Common Stock, of which 22,320,230 9,982,298 shares were are issued and outstanding as (which amount includes certain Bank of the close of business on March 18, 2021; 2,000,000 Southern California shares of Company Non-Voting Common Stock, of which 1,467,155 shares were issued and outstanding as of the close of business on March 18, 2021; and 2,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the close of business on March 18, 2021. As of March 18, 2021, (A) 573,587 common stock convertible into 19,300 shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, (B) 194,247 and 139,260 shares of Company Common Stock are outstanding issued on March 31, 2002 as a result of a dividend on the Company Restricted Shares Preferred Stock), and (C) 75,000 5,000,000 shares of preferred stock, of which 1,412,202 shares of Company Common Preferred Stock are subject to outstanding Company RSUsissued and outstanding. Section 4.02(b) As of the date hereof, no shares of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of March 18, 2021 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity Award. As of March 18, 2021, 1,039,830 shares of Company Common Stock are available for issuance under the Company Stock Plans. No shares of Company Common Stock are were held in treasury by the Company or otherwise owned directly or indirectly by the Company. The outstanding shares of Company or Stock have been duly authorized and are validly issued and outstanding, and subject to no preemptive rights (and were not issued in violation of any Subsidiary preemptive rights). Section 5.03(b) of the CompanyDisclosure Schedule sets forth for each Company Stock Option the name of the grantee, the date of the grant, the expiration date of such Company Stock Options, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Stock subject to each option, the number and type of shares subject to options that are currently exercisable and the exercise price per share. Section 5.03(b) of the Disclosure Schedule sets forth for each outstanding Right the name of the holder of the Right, the number of shares of Company Stock subject to such Right, the number and type of shares subject to such Right and the exercise price per share. Except as set forth in this Section 4.02(b5.03(b), as of the date hereof, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. The Each share of Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are Preferred Stock is convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. The outstanding shares one share of Company Common Stock. The Company Preferred Stock, without any action on the part of a holder of Company Preferred Stock, is not automatically convertible into Company Common Stock have been duly authorized as a result of the Merger and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights)the transactions contemplated hereby.

Company Capital Stock. The authorized capital stock of the Company consists solely of 85,000,000 12,000,000 shares of Company Common Stock, of which 22,320,230 3,907,051 shares were issued and are outstanding as of the close of business on March 18date hereof, 2021; 2,000,000 shares of Company Non-Voting Common Stock, of which 1,467,155 shares were issued and outstanding as of the close of business on March 18, 2021; and 2,000,000 3,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the close of business on March 18, 2021are outstanding. As of March 18the date hereof, 20211,806,600 shares of Company Common Stock were held in treasury by the Company. Except for DPC Shares, (A) 573,587 no shares of Company Common Stock are issuable upon the exercise of held by Company's Subsidiaries. The outstanding Company Options, (B) 194,247 shares of Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and free of preemptive rights, with no personal liability attaching to the ownership thereof, and none of the outstanding Company Restricted Shares and (C) 75,000 shares of Company Common Stock are subject to outstanding Company RSUshave been issued in violation of the preemptive rights of any Person. Section 4.02(b) 5.02 of the Company Company's Disclosure Schedule sets forth a correct and complete listing for each Company Option, the name of all outstanding Company Equity Awards the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of March 18the Code, 2021 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and option, the exercise price, if applicable, with respect to each Company Equity Award. As number of March 18, 2021, 1,039,830 shares of Company Common Stock subject to options that are available for issuance under currently exercisable and the Company Stock Plansexercise price per share. No shares of Company Common Stock are held in treasury by the Company or otherwise owned directly or indirectly by the Company or any Subsidiary Section 5.02 of the Company's Disclosure Schedule also sets forth the name of each participant and the number of units accrued by each such participant in the Company's Deferred Stock Compensation Plan for Directors. Except as set forth in this Section 4.02(bthe preceding two sentence(s), there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights Equity Interests issued or outstanding with respect to Company Common Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this AgreementEquity Interests. The Company does not have There are no outstanding any bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on to repurchase, redeem or otherwise acquire any matter. The outstanding shares of capital stock of, or other Equity Interests in, the Company or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company. There are no shares of the Company Common Stock have been duly authorized and outstanding which are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation vesting over time or upon the satisfaction of any preemptive rights)condition precedent, or which are otherwise subject to any right or obligation of repurchase or redemption on the part of the Company.

Company Capital Stock. The authorized capital stock of the Company consists solely of 85,000,000 10,000,000 shares of Company Common Stock, of which 22,320,230 944,208 shares were are issued and outstanding as of the close of business on March 18outstanding, 2021; 2,000,000 shares of Company Non-Voting Common Stock, of which 1,467,155 shares were issued and outstanding as of the close of business on March 18, 2021; and 2,000,000 10,000,000 shares of Company Preferred Stock, Stock of which no shares were outstanding as of the close of business on March 18, 2021. As of March 18, 2021, (A) 573,587 shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, (B) 194,247 shares of Company Common Stock are outstanding Company Restricted Shares issued and (C) 75,000 shares of Company Common Stock are subject to outstanding Company RSUs. Section 4.02(b) of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of March 18, 2021 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity Award. As of March 18, 2021, 1,039,830 shares of Company Common Stock are available for issuance under the Company Stock Plansoutstanding. No shares of the Company Common Stock are held in treasury by the Company or otherwise owned directly or indirectly by the Company. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). No more than 289,225 shares of Company Common Stock are issuable upon exercise of Company Stock Options or any Subsidiary other Rights, comprising (i) 199,225 shares of Company Common Stock are issuable upon exercise of Company Stock Options with a weighted average exercise price of $14.87 and (ii) 90,000 shares of Company Common Stock are issuable upon exercise of Company Stock Options with a weighted average exercise price of $25.40. There are up to an additional 50,850 shares of Company Common Stock available for issuance under the Company Stock Option Plan. Schedule 5.03(b) of the CompanyDisclosure Schedule sets forth for each Company Stock Option and each other Right, as applicable, the name of the grantee or holder, the date of the grant, the expiration date of such Right, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code if such Right is a Company Stock Option, the number of shares of Company Common Stock subject to such Right, the number and type of shares subject to such Rights that are currently exercisable and the exercise price per share. Except as set forth in this Section 4.02(b)above, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. The outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights).

Company Capital Stock. The authorized capital stock of the Company consists solely of 85,000,000 10,000,000 shares of Company Common Stock, of which 22,320,230 872,991 shares were are issued and outstanding as and, of the close of business on March 18, 2021; 2,000,000 shares of Company Non-Voting Common Stock, of which 1,467,155 shares were issued and outstanding as of the close of business on March 18, 2021; and 2,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the close of business on March 18, 2021. As of March 18, 2021, (A) 573,587 shares of Company Common Stock Stock, 9,250 shares are issuable upon the exercise of outstanding Company Options, (B) 194,247 shares of Company Common Stock are outstanding Company Restricted Shares and (C) 75,000 shares of Company Common Stock are subject to outstanding Company RSUs. Section 4.02(b) of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of March 18, 2021 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity Award. As of March 18, 2021, 1,039,830 shares of Company Common Stock are available for issuance restricted stock granted under the Company Company’s 2004 Restricted Stock PlansPlan for Directors. No shares of the Company Common Stock are held in treasury by the Company or otherwise owned directly or indirectly by the Company. The outstanding shares of Company or Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any Subsidiary preemptive rights). No more than 69,900 shares of Company Common Stock are issuable upon exercise of Company Stock Options. Schedule 5.02(b) of the CompanyDisclosure Schedule sets forth for each Company Stock Option, the name of the grantee or holder, the date of the grant, the expiration date of such Company Stock Option, the type of grant, the status of the option grant as an incentive stock option or non-qualified stock option under Section 422 of the Code, the number of shares of Company Common Stock subject to such Company Stock Option, the number and type of shares subject to such Company Stock Option that are currently exercisable and the exercise price per share. Schedule 5.02(b) of the Disclosure Schedule sets forth for each grant of restricted stock, the name of the holder, the date of the grant, the number of shares of restricted stock granted, and the number of shares that are currently vested. Except as set forth in this Section 4.02(b)above, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. The Company does is not have outstanding a party to any bondsvoting agreement with respect to shares of its capital stock, debenturesequity or voting interests and, notes or other obligations to the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders Knowledge of the Company on Company, other than the Shareholder Agreements, there are no proxies, voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any matter. The outstanding shares of Company Common Stock have been duly authorized and are validly issuedthe capital stock, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued equity or voting interests in violation of any preemptive rights)the Company.

Company Capital Stock. The As of the date hereof, the authorized capital stock of the Company consists solely of 85,000,000 1,500,000 shares of Company Common Stock, of which 22,320,230 1,086,206 shares were are issued and outstanding as of the close of business on March 18outstanding, 2021; 2,000,000 and 500,000 shares of Company Non-Voting Common Stock, of which 1,467,155 shares were issued and outstanding as of the close of business on March 18, 2021; and 2,000,000 shares of Company Preferred Stockpreferred stock, of which no shares were outstanding as are issued and outstanding. Schedule 5.02(b) of the close Company Disclosure Schedule sets forth a list of business on March 18all Company Stock Options, 2021the number of shares of Company Common Stock that may be acquired upon the exercise of the Company Stock Options, and the Exercise Price of such Company Stock Options. As of March 18, 2021, (A) 573,587 No more than 7,000 shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, (B) 194,247 shares of Company Common Stock are outstanding Company Restricted Shares and (C) 75,000 shares of Company Common Stock are subject to outstanding Company RSUs. Section 4.02(b) of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of March 18, 2021 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity AwardOptions or other Rights. As of March 18the date hereof, 2021, 1,039,830 shares of Company Common Stock are available for issuance under the Company Stock Plans. No no shares of Company Common Stock are held in treasury by the Company or otherwise owned directly or indirectly by the Company. The outstanding shares of Company or Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any Subsidiary preemptive rights). Schedule 5.02(b) of the CompanyCompany Disclosure Schedule sets forth for each Company Stock Option and each other Right, as applicable, the name of the grantee or holder, the date of the grant, the expiration date, the type of grant, the status of any option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock subject to such Company Stock Option or other Right, the number and type of shares subject to such Company Stock Option or other Right that are currently exercisable and the exercise price per share. Except as set forth in this Section 4.02(b)the preceding sentence, as of the date hereof, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. The outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights).