Organizational Documents; Minutes and Stock Records. The Company has furnished Parent with copies of the articles of incorporation and by-laws, or similar organizational documents, of the Company and each of the Company Subsidiaries, in each case as amended to the date hereof, and with such other documents as requested by Parent relating to the authority of the Company and the Company Subsidiaries to conduct their respective businesses. All such documents are complete and correct. The stock registers and minute books of the Company and each Company Subsidiary are each complete, correct and accurately reflect, in each case in all material respects, all meetings, consents, and other actions of the organizers, incorporators, stockholders, board of directors, and committees of the boards of directors of the Company and each Company Subsidiary, respectively, and all transactions in each such entity’s capital stock or equity ownership occurring since the applicable initial date of organization, incorporation or formation of the Company and each Company Subsidiary.
Organizational Documents; Minutes and Stock Records. The Minority Bank has furnished First Community with copies of the charter and by-laws of the Minority Bank, in each case as amended to the date hereof, and with such other documents as requested by First Community relating to the authority of the Minority Bank to conduct its business. All such documents are complete and correct. The stock registers and minute books of the Minority Bank are each complete, correct and accurately reflect, in each case in all material respects, all meetings, consents, and other actions of the organizers, incorporators, stockholders, board of directors, and committees of the board of directors of the Minority Bank and all transactions in such entity’s capital stock occurring since the initial organization of the Bank.
Organizational Documents; Minutes and Stock Records. First Community and the Wholly Owned Bank have furnished the Minority Bank with copies of their respective articles of incorporation, charter and by-laws, in each case as amended to the date hereof, and with such other documents as requested by the Minority Bank relating to the authority of First Community and the Wholly Owned Bank to conduct their respective businesses. All such documents are complete and correct. The stock registers and minute books of First Community are each complete, correct and accurately reflect, in each case in all material respects, all meetings, consents, and other actions of the organizers, incorporators, stockholders, board of directors, and committees of the board of directors of First Community and all transactions in such entity’s capital stock occurring since the initial organization of First Community.
Organizational Documents; Minutes and Stock Records. Parent has furnished the Company with copies of the certificate of incorporation and by-laws, or similar organizational documents, of Parent and each of the Parent Subsidiaries, in each case as amended to the date hereof, and with such other documents as requested by the Company relating to the authority of Parent and the Parent Subsidiaries to conduct their respective businesses. All such documents are complete and correct. The stock registers and minute books of Parent and each Parent Subsidiary are each complete, correct and accurately reflect, in each case in all material respects, all meetings, consents, and other actions of the organizers, incorporators, stockholders, board of directors, and committees of the boards of directors of the Parent and each Parent Subsidiary, respectively, and all transactions in each such entity’s capital stock or equity ownership occurring since the applicable initial date of organization, incorporation or formation of the Parent and each Parent Subsidiary.
Organizational Documents; Minutes and Stock Records. Adirondack has furnished CNB a copy of its Certificate of Incorporation and bylaws and the charter and bylaws of the Bank, in each case as amended to the date hereof, and such other documents relating to the authority of Adirondack and the Bank to conduct their business as CNB has requested. All such documents are complete and correct copies of the original documents. The stock register of Adirondack and minute books of Adirondack and the Bank are complete and correct in all material respects and accurately reflect all meetings, consents and other actions of the organizers, incorporators, shareholders and stockholders (as the case may be), Board of Directors and committees of the Board of Directors of Adirondack and the Bank and all transactions in the capital stock of Adirondack and the Bank, occurring since Adirondack's initial organization.
Organizational Documents; Minutes and Stock Records. FARMERS has furnished ILLINI with copies of its Charter and bylaws, in each case as amended to the date hereof, and with such other documents relating to the authority of FARMERS to conduct its business as ILLINI has requested. All such documents are complete and correct copies of the original documents. The stock register and minute book of FARMERS are complete and correct in all material respects and accurately reflect all meetings, consents and other actions of the organizers, incorporators, shareholders, Board of Directors and committees of the Board of Directors of FARMERS and all transactions in the capital stock of FARMERS occurring since its initial organization.
Organizational Documents; Minutes and Stock Records. First Financial has furnished Blackhawk a copy of its Certificate of Incorporation and bylaws and the charter and bylaws of the Bank, in each case as amended to the date hereof, and such other documents relating to the authority of First Financial and the Bank to conduct their business as Blackhawk has requested. All such documents are complete and correct copies of the original documents. The stock register of First Financial and minute books of First Financial and the Bank are complete and correct in all material respects and accurately reflect all meetings, consents and other actions of the organizers, incorporators, shareholders and stockholders (as the case may be), Board of Directors and committees of the Board of Directors of First Financial and the Bank and all transactions in the capital stock of First Financial and the Bank, occurring since First Financial's initial organization.
Organizational Documents; Minutes and Stock Records. Copies of the certificate of incorporation and by-laws of the Company and the articles of association and by-laws of the Bank are attached hereto as Schedule 3.2, in each case as amended to the date hereof. Such copies are complete and correct in all respects. The stock registers and minute books of the Company and the Bank are each complete, correct and accurately reflect, in each case in all material respects, all meetings, consents, and other actions of the organizers, incorporators, stockholders, board of directors, and committees of the board of directors of the Company and the Bank, respectively, and all transactions in such entity’s capital stock occurring since the date of formation of the Company.
Organizational Documents; Minutes and Stock Records. The Company has disclosed in the Company SEC Documents (as defined in Section 2.7(a)) or furnished Wintrust with copies of the articles of incorporation of the Company (as amended and supplemented, the “Articles of Incorporation”) and bylaws of the Company, the charter and bylaws of the Bank, the certificate of trust and trust agreement of the Trust Subsidiary, and the articles of organization and operating agreement of the Bank Subsidiary, in each case as amended or supplemented as of the date of this Agreement, and with such other documents as requested by Wintrust relating to the authority of the Company, the Bank, the Trust Subsidiary and the Bank Subsidiary to conduct their respective businesses. All such documents are complete and correct. Except as set forth on Schedule 2.2, the stock registers, minute books and other applicable ownership records of the Company and each of the Company Subsidiaries are each complete, correct and accurately reflect, in each case in all material respects, all meetings, consents, and other actions of the organizers, incorporators, stockholders, board of directors, committees of the boards of directors, trustees, managers and members, as applicable, of the Company and each of the Company Subsidiaries, as applicable, and all transactions in each such entity’s capital stock or equity ownership occurring since the applicable initial date of organization, incorporation or formation of the Company and each of the Company Subsidiaries.
Organizational Documents; Minutes and Stock Records. The Company has furnished Wintrust with copies of the certificate of incorporation and by-laws of the Company and the charter and by-laws of the Bank, in each case as amended to the date hereof, and with such other documents as requested by Wintrust relating to the authority of the Company and the Bank to conduct their respective businesses. All such documents are complete and correct. The stock registers and minute books of the Company and the Bank are each complete, correct and accurately reflect, in each case in all material respects, all meetings, consents, and other actions of the organizers, incorporators, shareholders, board of directors, and committees of the board of directors of the Company and the Bank, respectively, and all transactions reported to the Company or the Bank, as the case may be, by its respective shareholders, in such entity's capital stock occurring since the initial organization of the Company and the Bank, respectively.
