Constituent Corporation. BSD and NeoMedia shall be parties to the merger (the "Merger") of BSD with and into NeoMedia.
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Constituent Corporation. The term "Constituent Corporation" shall mean any corporation which engages with the Company, any of its Subsidiaries or a Parent in a transaction to which Section 424(a) of the Code applies (or would apply if the option assumed or substituted were an ISO), or any Parent or any Subsidiary of such corporation.
Constituent Corporation. Each of the Constituent Corporations represents to the others that the information set forth below currently reflects the current status of its capital structure and of the other matters represented. NASB was formed in 1927 as a Missouri Chartered Mutual Savings and Loan Association head-quartered in the Kansas City, and became a member of the Federal Home Loan Bank of Des Moines in 1940. In 1985, NASB converted from a Missouri Chartered Mutual Association to a Missouri Chartered Stock Association; and, in 1992, was converted from a state-chartered capital stock savings and loan association to a federally-chartered stock savings bank. NASB's present authorized capital consists of 12,500,000 shares of common stock, $1.00 par value per share, and 7,500,000 shares of serial preferred stock, $1.00 par value per share, of which, as of December 31, 1997, 2,239,672 shares of common stock were issued and outstanding and zero shares of serial preferred stock were issued and outstanding, making the total outstanding capital stock on NASB's books and records as of such date $2,239,672.00. As of December 31, 1997, NASB had additional paid-in capital of $9,314,608 and retained earnings of approximately $50,750,000. Interim Association is being organized as an interim federal savings bank pursuant to the banking laws of the United States solely for the purposes of facilitating the transactions hereunder. Holding Company was incorporated pursuant to the general corporation laws of the State of Missouri. Its presently authorized capital consists of 3,000,000 shares of common stock, $1.00 par value per share. Holding Company is validly existing and in good standing under the laws of the State of Missouri. Holding Company has issued 50,000 shares of common stock to NASB as initial capital.
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Constituent Corporation as defined in the introductory paragraph of this Agreement.
