Common use of Preferred Shares Clause in Contracts

Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 69 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement

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Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stockpreferred stock, whether or not designated, issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 42 contracts

Samples: Assignment and Assumption Agreement (Veritex Holdings, Inc.), Assignment and Assumption Agreement (Sunshine Bancorp, Inc.), Securities Purchase Agreement (Provident Bancorp, Inc.)

Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not designated, issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 20 contracts

Samples: Securities Purchase Agreement (Origin Bancorp, Inc.), Securities Purchase Agreement (WashingtonFirst Bankshares, Inc.), Assignment and Assumption Agreement (Independent Bank Group, Inc.)

Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not designated, issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the CompanyRecipient. The aggregate liquidation preference of the Preferred Shares does not exceed the maximum specified in the Letter Agreement.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Bancplus Corp), Securities Purchase Agreement (Ponce Financial Group, Inc.), Securities Purchase Agreement (Broadway Financial Corp \De\)

Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari part passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Community Bank Shares of Indiana Inc), Securities Purchase Agreement (Farmers Capital Bank Corp), Securities Purchase Agreement (Community Bank Shares of Indiana Inc)

Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of preferred stock of the Company ( “Preferred Stock”), whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Bank of America Corp /De/)

Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stockpreferred stock, whether or not designated, issued Annex C (General Terms and Conditions) or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nicolet Bankshares Inc)

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Preferred Shares. The Prior to the Closing, the Preferred Shares will have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such the Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other . The Company has no series or classes class of Preferred Stockcapital stock, whether or not issued or outstanding, that will, upon issuance of the Preferred Shares, rank senior to the Preferred Shares with respect to the payment of dividends and or the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Occidental Petroleum Corp /De/)

Preferred Shares. The Preferred Shares have been duly and validly authorized, authorized by the Company and, when issued and delivered pursuant to this Agreementand paid for as provided herein, such Preferred Shares will be duly and validly issued and issued, will be fully paid and non-assessable, will not be issued in violation of any preemptive rights, assessable and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect conform to the payment of dividends descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the distribution Prospectus; and the issuance of assets in the event of such Preferred Shares is not subject to any dissolution, liquidation pre-emptive or winding up of the Companysimilar rights.

Appears in 1 contract

Samples: Underwriting Agreement (Grupo Aval Acciones Y Valores S.A.)

Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement and the Master Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of preferred stock of the Company (“Preferred Stock”), whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Citigroup Inc)

Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other . The Company has no series or classes class of Preferred Stockcapital stock, whether or not issued or outstanding, that will, upon issuance of the Preferred Shares, rank senior to the Preferred Shares with respect to the payment of dividends and or the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bank of America Corp /De/)

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