Common use of IBG Capitalization Clause in Contracts

IBG Capitalization. The authorized capital of IBG consists of 100,000,000 common shares, $0.01 par value per share, of which 12,076,925 shares are outstanding as of the date of this Agreement and 10,000,000 preferred shares, $0.01 per share, of which no shares were issued or outstanding as of the date of this Agreement. All of such issued shares are validly issued, fully paid and nonassessable. Except as set forth in Confidential Schedule 4.03, there are no (A) other outstanding equity securities of any kind or character, or (B) outstanding subscriptions, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind issued or granted by, or binding upon, IBG to purchase or otherwise acquire any security of or equity interest in IBG, obligating IBG to issue any shares of, restricting the transfer of, or otherwise relating to shares of its capital of any class. There are no outstanding contractual obligations of IBG to vote or dispose of any IBG Shares. There are no shareholder agreements, voting trusts or similar agreements relating to the IBG Shares. All of the issued and outstanding IBG Shares have been duly authorized, validly issued and are fully paid and nonassessable, and have not been issued in violation of the preemptive rights of any person. All of the IBG Shares have been issued in material compliance with the securities laws of the United States and other jurisdictions having applicable securities laws. There are no restrictions applicable to the payment of dividends on the IBG Shares except pursuant to applicable laws and regulations, and all dividends declared before the date of this Agreement have been paid.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)

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IBG Capitalization. The authorized capital stock of IBG consists of 100,000,000 shares of common sharesstock, $0.01 par value per share, of which 12,076,925 27,807,190 shares are outstanding as of the date of this Agreement and 10,000,000 shares of preferred sharesstock, par value $0.01 per share, of which no shares of were issued or outstanding as of the date of this Agreement. All of such issued shares are validly issued, fully paid and nonassessable. Except as set forth in Confidential Schedule 4.03, there are no (A) other outstanding equity securities of any kind or character, or (B) outstanding subscriptions, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind issued or granted by, or binding upon, IBG to purchase or otherwise acquire any security of or equity interest in IBG, obligating IBG to issue any shares of, restricting the transfer of, or otherwise relating to shares of its capital stock of any class. There are no outstanding contractual obligations of IBG to vote or dispose of any shares of IBG SharesStock. There are no shareholder agreements, voting trusts or similar agreements relating to the IBG SharesStock. All of the issued and outstanding shares of the IBG Shares Stock have been duly authorized, validly issued and are fully paid and nonassessable, and have not been issued in violation of the preemptive rights of any person. All Such shares of the IBG Shares Stock have been issued in material compliance with the securities laws of the United States and other jurisdictions having applicable securities laws. There are no restrictions applicable to the payment of dividends on the shares of the IBG Shares Stock except pursuant to applicable laws and regulations, and all dividends declared before prior to the date of this Agreement have been paid.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)

IBG Capitalization. The authorized capital stock of IBG consists of 100,000,000 shares of common sharesstock, $0.01 par value per share, of which 12,076,925 18,469,562 shares are outstanding as of the date of this Agreement and 10,000,000 shares of preferred sharesstock, par value $0.01 per share, of which no shares of were issued or outstanding as of the date of this Agreement. All of such issued shares are validly issued, fully paid and nonassessable. Except as set forth in Confidential Schedule 4.03, there are no (A) other outstanding equity securities of any kind or character, or (B) outstanding subscriptions, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind issued or granted by, or binding upon, IBG to purchase or otherwise acquire any security of or equity interest in IBG, obligating IBG to issue any shares of, restricting the transfer of, or otherwise relating to shares of its capital stock of any class. There are no outstanding contractual obligations of IBG to vote or dispose of any shares of IBG SharesStock. There are no shareholder agreements, voting trusts or similar agreements relating to the IBG SharesStock. All of the issued and outstanding shares of the IBG Shares Stock have been duly authorized, validly issued and are fully paid and nonassessable, and have not been issued in violation of the preemptive rights of any person. All Such shares of the IBG Shares Stock have been issued in material compliance with the securities laws of the United States and other jurisdictions having applicable securities laws. There are no restrictions applicable to the payment of dividends on the shares of the IBG Shares Stock except pursuant to applicable laws and regulations, and all dividends declared before prior to the date of this Agreement have been paid.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)

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IBG Capitalization. The authorized capital stock of IBG consists of 100,000,000 10,000,000 shares of common sharesstock, $0.01 1.00 par value per share, of which 12,076,925 2,450,715 shares are outstanding as of the date of this Agreement and 10,000,000 preferred shares, $0.01 per share, of which no shares were issued or outstanding as of the date of this Agreement. All of such issued shares are validly issued, fully paid and nonassessable. Except as set forth in Confidential Schedule 4.03, there are no (A) other outstanding equity securities of any kind or character, or (B) outstanding subscriptions, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind issued or granted by, or binding upon, IBG to purchase or otherwise acquire any security of or equity interest in IBG, obligating IBG to issue any shares of, restricting the transfer of, or otherwise relating to shares of its capital stock of any classclass except as set forth in Schedule 4.03. There are no outstanding contractual obligations of IBG to vote or dispose of any shares of IBG SharesStock. There are no shareholder agreements, voting trusts or similar agreements relating to the IBG SharesStock, except as set forth in Schedule 4.03. All of the issued and outstanding shares of the IBG Shares Stock have been duly authorized, validly issued and are fully paid and nonassessable, and have not been issued in violation of the preemptive rights of any person. All Such shares of the IBG Shares Stock have been issued in material compliance with the securities laws of the United States and other jurisdictions having applicable securities laws. There are no restrictions applicable to the payment of dividends on the shares of the IBG Shares Stock except pursuant to applicable laws and regulations, and all dividends declared before prior to the date of this Agreement have been paid.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Bank Group Inc)

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