Organization; Capital Stock. (a) Each of Summit and its nonbank subsidiaries, including the nonbank subsidiaries of bank subsidiaries (the term "subsidiary", as used in this Agreement, shall mean any corporation or other organization of which 25% or more of the shares or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or other group performing similar functions with respect to such corporation or other organization is directly or indirectly owned), all of which are listed, together with their respective states of incorporation, on Summit Schedule 2.01(a), is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, qualified to transact business in and in good standing under the laws of all jurisdictions where the failure to be so qualified would be likely to have a material adverse effect on (i) the business, results of operations, assets or financial condition of Summit and its subsidiaries on a consolidated basis, or (ii) the ability of Summit to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (a "Summit Material Adverse Change"). However, a Summit Material Adverse Change will not include a change resulting from a change in law, rule, regulation or generally accepted or regulatory accounting principles, or from any other matter affecting banking institutions or their holding companies generally. Each of Summit and its subsidiaries has all corporate power and authority and all material licenses, franchises, certificates, permits and other governmental authorizations which are legally required to own and lease its properties, to occupy its premises and to engage in its business and activities as presently engaged in, and each has complied in all material respects with all applicable laws, regulations and orders.
(b) Summit is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "Bank Holding Company Act").
(c) Summit or one of its subsidiaries is the holder and beneficial owner of all of the outstanding capital stock of all of Summit's direct and indirect nonbank subsidiaries.
(1) The authorized capital stock of Summit consists of 50,000,000 shares of Common Stock, each of no par value, and 12,000,000 shares, each of no par value, of Preferred Stock, and as of the date hereof:
(A) 33,820,043 shares of Summit Common are outstanding, 33,904,528 shares of Summit Common are issue...
Organization; Capital Stock. (a) Each of Prime and its nonbank subsidiaries, including the nonbank subsidiaries of Bank (as defined in Section 2.01(e) (the term "subsidiary", as used in this Agreement, shall mean any corporation or other organization of which 10% or more of the shares or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or other group performing similar functions with respect to such corporation or other organization is directly or indirectly owned by Prime or a "subsidiary" of Prime; the term "indirect" ownership means ownership through a succession of one or more other subsidiaries), all of which are listed, together with their respective states of incorporation and direct and indirect beneficial owners, on Prime Schedule 2.01(a), is a corporation duly organized, validly subsisting and in good standing under the laws of the state of its incorporation, qualified to transact business under the laws of all jurisdictions where it does business except where the failure to be so qualified could not reasonably be expected to have a material adverse effect on (i) the business, results of operations, assets or financial condition of Prime and its subsidiaries on a consolidated basis, or (ii) the ability of Prime to perform its obligations under, and to consummate the transactions contemplated by, this Agreement ("Prime Material Adverse Effect"). However, a Prime Material Adverse Effect or Prime Material Adverse Change (as defined at Section 2.03 below) will not include a change resulting from a change in law, rule, regulation, generally accepted or regulatory accounting principle or other matter affecting banking institutions or their holding companies generally or from charges or expenses incident to the Reorganization. Each of Prime and its nonbank subsidiaries has all corporate power and authority and all material licenses, franchises, certificates, permits and other governmental authorizations which are legally required to own and lease its properties and assets, to occupy its premises and to engage in its business and activities as presently engaged in, and each has complied in all material respects with all applicable laws, regulations and orders.
Organization; Capital Stock. (a) UJB is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey with authorized capital stock consisting of 130,000,000 shares of Common Stock, each of par value $1.20, of which, as of the date hereof, 57,561,452 shares were outstanding and 8,638,483 shares were reserved for issuance pursuant to the employee stock option and performance stock plans of UJB, UJB's Dividend Reinvestment and Stock Purchase Plan, UJB's Savings Incentive Plan and UJB's obligations under the Agreement and Plan of Merger dated August 1, 1995 between UJB and The Flemington National Bank and Trust Company (the "Flemington Agreement"), and 4,000,000 shares of Preferred Stock, each without par value, of which 600,166 shares of Series B Adjustable Rate Cumulative Preferred Stock ($50 stated value) were outstanding and 600,000 shares of Series R Preferred Stock were reserved for issuance pursuant to UJB's Shareholder Rights Plan. All outstanding shares of UJB's capital stock have been fully paid, were duly and validly issued, and are non-assessable.
(b) UJB is qualified to transact business in and is in good standing under the laws of all jurisdictions where the failure to be so qualified would have a material adverse effect on (i) the business, results of operations, assets or financial condition of UJB and its subsidiaries on a consolidated basis or (ii) the ability of UJB to perform its obligations under, and to consummate the transactions contemplated by this Agreement (a "UJB Material Adverse Change"). However, a UJB Material Adverse Change will not include a change resulting from a change in law, rule, regulation or generally accepted or regulatory accounting principles, or from any other matter affecting banking institutions or their holding companies generally. The bank subsidiaries of UJB are duly organized, validly existing and in good standing under the laws of their jurisdiction of organization. UJB and its bank subsidiaries have all corporate power and authority and all material licenses, franchises, certificates, permits and other governmental authorizations which are legally required to own and lease their respective properties, occupy their respective premises, and to engage in their respective businesses and activities as presently engaged in. UJB is duly registered as a bank holding company under the Bank Holding Company Act.
(c) All issued shares of the capital stock of UJB and of each of its bank subsidiaries h...
Organization; Capital Stock. (a) Each of the Company and its --------------------------- subsidiaries: (i) is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and (ii) has all requisite power and authority (corporate and otherwise) to own its properties and to carry on its business as now being conducted. The Company has made available to the Buyer a complete and correct copy of the Company's certificate of incorporation and bylaws (or comparable operating documents), each as amended to date. The Company's certificate of incorporation and bylaws (or comparable governing documents) so made available are in full force and effect. The Company does not own any shares of capital stock or other equity interest in any other entity that owns any of the Acquired Assets or conducts any portion of the Business.
(b) On the date hereof, the Company's authorized capital stock consists of 25,000,000 shares of capital stock, of which approximately 11,072,151 shares are issued and outstanding.
Organization; Capital Stock. (a) Summit is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey with authorized capital stock consisting of (i) 390,000,000 shares of Common Stock, par value $.80 per share, with the Summit Rights attached thereto pursuant to the Rights Agreement, of which 173,756,531 shares were issued and outstanding as of December 31, 1998 and (ii) 6,000,000 shares of Preferred Stock, each without par value, of which no shares are issued and outstanding and 1,500,000 shares of Series R Preferred Stock are reserved for issuance as of the date hereof
(b) Summit is qualified to transact business in and is in good standing under the laws of all jurisdictions where the failure to be so qualified could reasonably be expected to have a material adverse effect on (i) the business, results of operations, assets or financial condition of Summit and its subsidiaries on a consolidated basis, or (ii) the ability of Summit to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (a "Summit Material Adverse Effect"). However, a Summit Material Adverse Effect or Summit Material Adverse Change (as defined at Section 3.03) will not include a change resulting from a change in law, rule, regulation, generally accepted or regulatory accounting principle or other matter affecting financial institutions or their holding companies generally or from charges or expenses incident to the Reorganization. The bank subsidiaries of Summit are duly organized, validly existing and in good standing under the laws of their jurisdiction of organization. Summit and its bank subsidiaries have all corporate power and authority and all material licenses, franchises, certificates, permits and other governmental authorizations which are legally required to own and lease their respective properties, occupy their respective premises, and to engage in their respective businesses and activities as presently engaged in and each has complied with all applicable laws, regulations and orders except where the failure to comply would not constitute a Summit Material Adverse Effect. Summit is duly registered as a bank holding company under the BHCA.
(c) All issued shares of the capital stock of Summit and of each of its bank subsidiaries have been fully paid, were duly authorized and validly issued, are non-assessable, have been issued pursuant to an effective registration statement under the Securities Act or to the bes...
Organization; Capital Stock. The Corporation is a corporation duly organized and existing and in good standing under the laws of the State of New Jersey and has the corporate power to carry on its business as it is now being and contemplated to be conducted. As of the Closing Date, after giving effect to the transactions contemplated hereby,
(a) the authorized capital stock of the Corporation will consist of 2,500 shares of common stock, no par value per share (the "Common Stock") and 1,250 shares of preferred stock, par value
$.01 per share, of which 1,250 shares have been designated as shares of Series A Preferred Stock, and
(b) 807 shares of Common Stock, no Preferred Stock undesignated as to series and 975 shares of Series A Preferred Stock will be issued and outstanding, all of which will be owned of record by the persons listed on Schedules 1 and 3.1, respectively, and, in the amounts listed next to the name of each person;
(c) 168 shares of Common Stock are reserved for issuance pursuant to the Corporation's Stock Option Plan dated April 1, 1997.
1. All the issued and outstanding Common Stock of the Corporation has been issued and sold in conformity with the requirements of the Securities Act of 1933, as amended, (the "Securities Act") and all other applicable federal and state laws relating to the issuance and sale of securities which are applicable to the Corporation or any holder of Common Stock. Except as contemplated hereby and except for relevant state and federal securities laws, there are no restrictions on the Corporation's ability to transfer shares of capital stock of the Corporation other than certain provisions of the agreements set forth in Schedule 3.1. Except as set forth on Schedule 3.1, the stockholders of the Corporation own their respective shares of Common Stock and Preferred Stock free and clear of any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority, charge or other security interest or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any capital lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing) (each, a "Lien"). Except as set forth on Schedule 3.1 or as expressly set forth in, or contemplated by, the Anci...
Organization; Capital Stock. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware and is licensed or qualified to do business and in good standing in every jurisdiction where the ownership of its properties or the nature of the business conducted by it makes such licensing or qualification necessary, except where the failure to be licensed or qualified would not have a material adverse affect on the Company. Each Subsidiary is duly organized and existing in good standing in every jurisdiction in which it is incorporated or organized and is licensed or qualified to do business and in good standing in every jurisdiction where the ownership of its properties or the nature of the business conducted by it makes such licensing or qualification necessary, except where the failure to be licensed or qualified would not have a material adverse affect on such Subsidiary. The names of the Subsidiaries, the jurisdiction in which each such Subsidiary is organized, the shareholder(s) of such Subsidiaries and the ownership interests of such owners therein are as set forth in Schedule 8A(1)(a).
Organization; Capital Stock. The Corporation is a corporation duly organized and existing and in good standing under the laws of the State of Delaware and has the corporate power to carry on its business as it is now being conducted and as it is contemplated to be conducted. The authorized capital stock of the Corporation consists of 10,000 shares of common stock (the "Common Stock"), and 5,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock"). There are 1232.284 shares of Common Stock and 4,400.001 shares of Preferred stock issued and outstanding which, together, are the only shares of capital stock of the Corporation issued and outstanding on the date hereof. All of the issued and outstanding Common Stock and Preferred Stock of the Corporation is duly authorized, validly Common Stock
Organization; Capital Stock. (a) Each of NMBT and its nonbank subsidiaries, if any, including any nonbank subsidiaries of Bank (as defined at Section 2.01(e) below), if any (the term "subsidiary", as used in this Agreement, shall mean any corporation or other organization of which 10% or more of the shares
Organization; Capital Stock. The Corporation is a corporation duly organized and existing and in good standing under the laws of the State of Delaware and has the corporate power to carry on its business as it is now being and contemplated to be conducted. The authorized capital stock of the Corporation consists of 10,000 shares of Common Stock and 1,303 shares of Preferred Stock. There are 1,367 shares of Common Stock and 684 shares of Preferred Stock issued and outstanding which are the only shares of capital stock of the Corporation issued and outstanding on the date hereof. All of the issued and outstanding Common Stock of the Corporation is duly authorized, validly issued, fully paid and non-assessable and is owned of record and, to the best knowledge of the Corporation, beneficially by the persons, and in the amounts, set forth on Schedule 3(a). All the issued and outstanding Common Stock of the Corporation has been issued and sold in conformity with the requirements of the Securities Act of 1933, as amended, and all other applicable federal and state laws relating to the issuance and sale of securities which are applicable to the Corporation or any holder of Common Stock. Except as set forth on Schedule 3(a), the Stockholder owns 530 shares of Common Stock free and clear of any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority, charge or other security interest or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any capital lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing) (each, a "Lien"). Except as set forth on Schedule 3(a), and except as issued pursuant to or contemporaneously with the closing under the Preferred Stock and Warrant Purchase Agreement dated May 29, 1996 by and among the parties hereto, there are no authorized, outstanding or existing:
(i) proxies, voting trusts or other agreements or understandings with respect to the voting of any capital stock of the Corporation;
(ii) securities convertible into or exchangeable for any capital stock of the Corporation;
(iii) options, warrants or other rights to purchase or subscribe for any capital stock of the Corporation, or securities convertible into or exchangeable for a...
