Organization and Capital Stock Sample Clauses

Organization and Capital Stock. (1) FSB is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana and has the corporate power to own all of its property and assets, to incur all of its liabilities, and to carry on its business as now being conducted. FSB is a bank holding company registered with the Board of Governors of the Federal Reserve System ("Federal Reserve"). (2) The authorized capital stock of FSB consists of (i) 12,000,000 shares of FSB Common Stock, of which, as of the date hereof, 1,622,662 shares are issued and outstanding, and (ii) 2,000,000 shares of preferred stock, $.01 par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of FSB Common are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding shares of FSB Common Stock has been issued in violation of any preemptive rights of the current or past shareholders of FSB. (3) Except as disclosed in the Disclosure Schedule, there are no shares of FSB Common or other capital stock or other equity securities of FSB outstanding and no outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of FSB Common Stock or other capital stock of FSB or contracts, commitments, understandings or arrangements by which FSB is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (4) Except as disclosed in the Disclosure Schedule, each certificate representing shares of FSB Common Stock issued by FSB in replacement of any certificate theretofore issued by it which was claimed by the record holder thereof to have been lost, stolen or destroyed was issued by FSB only upon receipt of an Affidavit of lost stock certificate and indemnity agreement of such shareholder indemnifying FSB against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such replacement certificate.

Organization and Capital Stock. (a) GABC is a corporation duly incorporated and validly existing under the IBCL and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. (b) German American is a corporation duly incorporated and validly existing under the IFIA and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. All of the capital stock of German American is owned by GABC. (c) GABC has authorized capital stock of (i) 30,000,000 shares of GABC Common, no par value, of which, as of August 1, 2015, 13,259,594 shares were issued and outstanding, and (ii) 500,000 shares of preferred stock, no par value per share, of which no shares are issued and outstanding, and there has been no material change in such capitalization or issued or outstanding shares since August 1, 2015. All of the issued and outstanding shares of GABC Common are duly and validly issued and outstanding, fully paid and non-assessable. (d) The shares of GABC Common that are to be issued to the holders of RVB Common pursuant to the Holding Company Merger have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable.

Organization and Capital Stock. (1) CHC is a corporation duly organized, validly existing and in good standing under the laws of the State of West Virginia and has the corporate power to own all of its property and assets, to incur all of its liabilities, and to carry on its business as now being conducted. CHC is a bank holding company registered with the Federal Reserve under the Bank Holding Company Act of 1956, as amended. CHC has no direct subsidiaries other than City National and City Holding Capital Trust, an entity created in connection with a trust preferred financing by CHC. (2) The authorized capital stock of CHC consists of (i) 50,000,000 shares of CHC Common Stock, of which, as of the date hereof, 14,820,633 shares are issued and outstanding, and (ii) 500,000 shares of preferred stock, par value $25.00 per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of CHC Common Stock are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding shares of CHC Common Stock has been issued in violation of any preemptive rights of the current or past shareholders of CHC.

Organization and Capital Stock. (a) Citizens First is a corporation duly organized and validly existing under the KBCA and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. Citizens First's only direct wholly-owned subsidiary is CF Bank. Except as set forth in Schedule 2.01(a) of the disclosure schedule that has been prepared by Citizens First and delivered by Citizens First to GABC in connection with the execution and delivery of this Agreement (the "Citizens First Disclosure Schedule"), Citizens First is not engaged in any activities that are financial in nature and only permissible for financial holding companies under 12 U.S.C. 1843(k). (b) CF Bank is a Kentucky commercial bank duly organized and validly existing under the KBCA and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. All of the issued and outstanding capital stock of CF Bank is owned by Citizens First. CF Bank has no subsidiaries. CF Bank is subject to primary federal supervision and regulation by the Federal Deposit Insurance Corporation ("FDIC"). (c) The Trust is a statutory business trust duly organized and validly existing under the laws of the State of Delaware and has the trust power to own all of its assets, to incur all of its liabilities and to carry on its business as now being conducted. All of the common securities of the Trust are owned by Citizens First. The Trust has no subsidiaries. (d) Citizens First has authorized five million (5,000,000) shares of no par common stock ("Citizens First Common," as previously referenced) and five hundred (500) shares of preferred stock ("Citizens First Preferred"). As of the date of this Agreement, 2,537,605 shares of Citizens First Common are issued and outstanding. All such outstanding shares of Citizens First Common are duly and validly issued and outstanding, fully paid and non-assessable. None of the outstanding shares of Citizens First Common has been issued in violation of any preemptive rights of the current or past shareholders of Citizens First or in violation of any applicable federal or state securities laws or regulations. No shares of Citizens First Preferred are issued and outstanding. Citizens First has no capital stock authorized, issued or outstanding other than as described in this Section 2.01(d) and, except as set forth in Section 2.01(d) of the Citizens Fir...

Organization and Capital Stock. (a) 1ST BANCORP is a corporation duly organized and validly existing under the IBCL and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. (b) The Bank is a federal savings bank duly chartered and validly existing under the laws of the United States of America and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. (c) 1ST BANCORP has authorized capital stock of 7,000,000 shares, 5,000,000 of which are 1ST BANCORP Common, $1.00 par value, and 2,000,000 of which are preferred capital stock, $1.00 par value. At the date of this Agreement, there were 1,096,189 shares of 1ST BANCORP Common duly and validly issued and outstanding, fully paid and non-assessable and no shares of preferred stock issued and outstanding. None of the outstanding shares of 1ST BANCORP Common has been issued in violation of any preemptive rights of the current or past shareholders of 1ST BANCORP or in violation of any applicable federal or state securities laws or regulations. (d) The Bank has authorized capital stock of 5,000,000 shares of common stock, $1.00 par value, 1,000 of which shares are issued and outstanding ("Bank Common") and 2,000,000 shares of preferred stock, none of which are outstanding. All of such shares of Bank Common are duly and validly issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of Bank Common has been issued in violation of any preemptive rights of the current or past shareholders of the Bank or in violation of any applicable federal or state securities laws or regulations. (e) FSSIC has authorized capital stock of 1,000 shares of common stock, no par value, one of which is issued and outstanding and is fully paid and nonassessable. None of the outstanding shares of FSSIC Common has been issued in violation of any preemptive rights of the current or past shareholders of FSSIC or in violation of any applicable federal or state securities laws or regulations. (f) FFIAI has authorized capital stock of 1,000 shares of common stock, no par value, 100 of which are issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of FFIAI Common has been issued in violation of any preemptive rights of the current or past shareholders of FFIAI or in violation of any applicable federal or state securities la...

Organization and Capital Stock. (a) Heartland is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and has the corporate power and authority to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. Heartland is a bank holding company registered with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "B.H.C.A."). Section 2.01(a) of the Disclosure Schedule contains true, complete and correct copies of the Articles of Incorporation and Bylaws of Heartland as in effect on the date of this Agreement. (b) The issued and outstanding capital stock of Heartland consists only of shares of Heartland Common, of which, as of the date hereof, 832,833 shares are issued and outstanding. All of the issued and outstanding shares of Heartland Common are duly and validly issued and outstanding and are fully paid and non- assessable and free of preemptive rights. None of the outstanding shares of Heartland Common have been issued in violation of any preemptive rights of the current or past shareholders of Heartland. As of the date hereof, Heartland had outstanding Heartland Options representing the right to acquire not more than 43,841 shares of Heartland Common. To the best knowledge of Heartland, each Stock Certificate issued by Heartland in replacement of any Stock Certificate theretofore issued by it which was claimed by the record holder thereof to have been lost, stolen or destroyed was issued by Heartland only upon receipt of an affidavit of lost stock certificate and indemnity agreement of such shareholder indemnifying Heartland against any claim that may be made against it on account of the alleged loss, theft or destruction of any such Stock Certificate or the issuance of such replacement Stock Certificate. Schedule 2.01(b) 1 hereto sets forth correct and accurate information concerning the Heartland Options. Schedule 2.01(b) 2 hereto sets forth correct and accurate information concerning the shares of Heartland Common issued pursuant to the Heartland MRP. (c) Except as set forth in subsection 2.01(b) and Section 2.01(c) of the Disclosure Schedule, (i) there are no shares of capital stock or other equity securities of Heartland outstanding and no outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or right...

Organization and Capital Stock. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of North Carolina, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts. (b) The Company is duly qualified to do business as a foreign corporation and is in good standing under the Laws of each other state or jurisdiction in which qualification is required by applicable Law. (c) The Company’s authorized capital stock consists of 100,000 shares of common stock, no par value, of which 9,000 shares are issued and outstanding. The Shares constitute all of the Company’s issued and outstanding shares of stock. All of the Shares are duly authorized, validly issued, fully paid and nonassessable, and none of the Shares was issued in violation of the Securities Act or any state securities or other Law or in violation of or subject to any preemptive rights. (d) The Company does not have any debt securities convertible into or exchangeable for shares of its common stock, and there are no options, warrants, calls, puts, subscription rights, conversion rights or other Contracts to which the Company is a party or by which it is bound providing for the issuance of any shares of its common stock or any other equity securities. (e) There are no shareholders agreements, buy-sell agreements, voting trusts or other Contracts to which the Company is a party or by which it is bound relating to the voting or disposition of any shares of its common stock or creating any obligation on its part to repurchase, redeem or otherwise acquire or retire any shares of its common stock. (f) The Company does not own any shares of stock or an equity interest in any other corporation, partnership, limited liability company or other Person.

Organization and Capital Stock. (1) Lincoln is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana and has the corporate power to own all of its property and assets, to incur all of its liabilities, and to carry on its business as now being conducted. Lincoln is a savings and loan holding company registered with the OTS under HOLA. Lincoln Bank is wholly-owned by Lincoln and is a federal savings bank validly existing under federal law. (2) The authorized capital stock of Lincoln consists of (i) 20,000,000 shares of Lincoln Common Stock, of which, as of the date hereof, 4,414,391 shares are issued and outstanding, and (ii) 2,000,000 shares of preferred stock, without par value, of which no shares are issued and outstanding. All of the issued and outstanding shares of Lincoln Common Stock are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding shares of Lincoln Common Stock has been issued in violation of any preemptive rights of the current or past shareholders of Lincoln. (3) Except as disclosed in the Disclosure Schedule, there are no shares of Lincoln Common Stock or other capital stock or other equity securities of Lincoln outstanding and no outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of Lincoln Common Stock or other capital stock of Lincoln or contracts, commitments, understandings or arrangements by which Lincoln is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock.

Organization and Capital Stock. (a) Banterra is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and has the corporate power and authority to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. Banterra is a bank holding company registered with the Federal Reserve Board under the B.H.C.A. AcquisitionCo is a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois with full corporate power and authority to carry on its business as now being conducted. (b) The authorized capital stock of Banterra consists of 500,000 shares of common stock, par value $.25 per share ("Banterra Common"), of which, as of November 30, 1998, 259,686 shares were issued and outstanding. All of the issued and outstanding shares of Banterra Common are duly and validly issued and outstanding and are fully paid and non-assessable and free of preemptive rights. (c) The authorized capital stock of AcquisitionCo consists of 100 shares of AcquisitionCo Common, of which, as of the date hereof, 100 shares were issued and outstanding. All of the issued and outstanding shares of AcquisitionCo Common are duly and validly issued and outstanding and are fully paid and non-assessable and free of preemptive rights.

Organization and Capital Stock. (1) Community Financial is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. Community Financial is a savings and loan holding company duly licensed and authorized to conduct business under the laws of the Commonwealth of Virginia. (2) The authorized capital stock of Community Financial consists of (i) 10,000,000 shares of Community Financial Common Stock, of which, as of the date hereof, 4,361,658 shares are issued and outstanding, and (ii) 3,000,000 shares of preferred stock, of which 12,643 shares are issued and outstanding as of the date hereof. All of the issued and outstanding Community Financial Shares are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding Community Financial Shares has been issued in violation of any preemptive rights of the current or past shareholders of Community Financial. (3) Except for the Warrant or as disclosed in the Disclosure Schedule, there are no shares of Community Financial Common Stock, Community Financial Preferred Stock, or other capital stock or other equity securities of Community Financial outstanding and no outstanding options, warrants, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, Community Financial Shares or other capital stock of Community Financial or contracts, commitments, understandings or arrangements by which Community Financial is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (4) Except as disclosed in the Disclosure Schedule, each certificate representing Community Financial Shares issued by Community Financial in replacement of any certificate theretofore issued by it which was claimed by the record holder thereof to have been lost, stolen or destroyed was issued by Community Financial only upon receipt of an affidavit of lost stock certificate and indemnity agreement of such shareholder indemnifying Community Financial against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such replacement certificate.