Common use of Organization and Capital Stock Clause in Contracts

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. (1a) FSB Xxxxxxx is a corporation duly organized, validly existing incorporated and in good standing under the laws of the State of Indiana Indiana, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and has the corporate power and authority to own all of its property and assets, to incur all of its liabilities, 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"). (2b) The Xxxxxxx has authorized capital stock of FSB consists of (i) 12,000,000 10,000 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 common stock, $.01 1.00 par value per share, 4,000 shares of which no shares are issued and outstandingoutstanding and 6,000 of which are authorized but unissued. All of the issued and outstanding shares of FSB Common Xxxxxxx common stock are duly and validly issued and outstanding and are outstanding, fully paid and non-assessable. None of the outstanding shares of FSB Common Stock Xxxxxxx common stock has been issued in violation of any preemptive rights of the current or past shareholders of FSBXxxxxxx or in violation of any applicable federal or state securities laws or regulations. (3c) Except as disclosed set forth in the Disclosure Schedule, Section 2.1(b) there are no shares of FSB Common or other capital stock or other equity securities of FSB Xxxxxxx outstanding and and, except as disclosed in SECTION 2.1(C) OF THE DISCLOSURE SCHEDULE, there are 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 the capital stock of FSB Xxxxxxx or contracts, commitments, understandings or arrangements by which FSB Xxxxxxx 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. (4d) Except as disclosed in the Disclosure ScheduleSECTION 2.1(D) OF THE DISCLOSURE SCHEDULE, each certificate representing shares of FSB Common Stock Xxxxxxx common stock issued by FSB Xxxxxxx 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 Xxxxxxx only upon receipt of an Affidavit affidavit of lost stock certificate and which contains an indemnity agreement in favor 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 certificateXxxxxxx.

Organization and Capital Stock. (1a) FSB Alliance is a corporation duly organized, validly existing incorporated and in good standing under the laws of the State of Indiana Michigan, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and has the corporate power and authority to own all of its property and assets, to incur all of its liabilities, 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"). (2b) The Alliance has authorized capital stock of FSB consists of (i) 12,000,000 2,000,000 shares of FSB Common Stockcommon stock, $1.00 par value per share ("ALLIANCE COMMON STOCK"), 302,691 shares of which, as of the date hereof, 1,622,662 shares which are issued and outstanding, outstanding and (ii) 2,000,000 shares of preferred stock, $.01 par value per share, 15,960 of which no shares are issued and outstandingsubject to options which are currently outstanding (the "ALLIANCE STOCK OPTIONS"). All of the issued and outstanding shares of FSB Alliance Common Stock are duly and validly issued and outstanding and are outstanding, fully paid and non-assessable. None of the outstanding shares of FSB Alliance Common Stock has been issued in violation of any preemptive rights of the current or past shareholders of FSBAlliance or in violation of any applicable federal or state securities laws or regulations. All of the Alliance Stock Options have been duly and validly issued. (3c) Except as disclosed set forth in the Disclosure Schedule, Section 2.1(b) there are no shares of FSB Common or other capital stock or other equity securities of FSB Alliance 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 the capital stock of FSB Alliance or contracts, commitments, understandings or arrangements by which FSB Alliance 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. (4d) Except as disclosed in Section 2.1(d) of the Disclosure Schedule, each certificate representing shares of FSB Alliance Common Stock issued by FSB Alliance 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 Alliance only upon receipt of an Affidavit affidavit of lost stock certificate and which contains an indemnity agreement in favor 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 certificateAlliance.

Organization and Capital Stock. (1) FSB CBI is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana Delaware 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 CBI is a bank holding company and a financial holding company registered with the Board of Governors of the Federal Reserve System ("“Federal Reserve"”). (2) The authorized capital stock of FSB CBI consists of (i) 12,000,000 2,700,000 shares of FSB CBI Common Stock, of which, as of the date hereof, 1,622,662 1,467,429 shares are issued and outstanding, and (ii) 2,000,000 100,000 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 CBI Common are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding shares of FSB CBI Common Stock has been issued in violation of any preemptive rights of the current or past shareholders of FSBCBI. As of the date hereof, CBI has outstanding employee and director stock options representing the right to acquire not more than 319,820 shares of CBI Common Stock pursuant to the CBI Option Plans (the “CBI Stock Options”). The Disclosure Schedule lists the name, number of options, type of option, termination date, vesting schedule, and option price of each CBI Stock Option held by each holder of a CBI Stock Option. (3) Except as disclosed in the Disclosure Schedule, there are no shares of FSB CBI Common or other capital stock or other equity securities of FSB CBI 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 CBI Common Stock or other capital stock of FSB CBI or contracts, commitments, understandings or arrangements by which FSB CBI 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 CBI Common Stock issued by FSB CBI 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 CBI only upon receipt of an Affidavit affidavit of lost stock certificate and indemnity agreement of such shareholder indemnifying FSB CBI 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.