REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T represents and warrants to One Valley as follows (the representations and warranties herein of BB&T are made as of the date hereof and, as contemplated by Section 6.2(a), will also be evaluated as of the Closing Date subject to the applicable standard set forth in Section 6.2(a), and no such representation or warranty shall be deemed to be inaccurate unless the inaccuracy would permit One Valley not to consummate the Merger under such applicable standard):
4.1 Capital Structure of BB&T ------------------------- The authorized capital stock of BB&T consists of (i) 5,000,000 shares of preferred stock, par value $5.00 per share, of which 2,000,000 shares have been designated as Series B Junior Participating Preferred Stock and the remainder are undesignated, and none of which shares are issued and outstanding, and (ii) 500,000,000 shares of BB&T Common Stock of which 331,170,260 shares were issued and outstanding as of December 31, 1999. All outstanding shares of BB&T Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The shares of BB&T Common Stock reserved as provided in Section 5.3 are free of any Rights and have not been reserved for any other purpose, and such shares are available for issuance as provided pursuant to the Plan of Merger. Holders of BB&T Common Stock do not have preemptive rights.
4.2 Organization, Standing and Authority of BB&T -------------------------------------------- BB&T 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 carry on its business as now conducted and to own, lease and operate its assets, and is duly qualified to do business in the states of the United States where its ownership or leasing of property or the conduct of its business requires such qualification. BB&T is registered as a bank holding company under the Bank Holding Company Act.
REPRESENTATIONS AND WARRANTIES OF BB&T. 29 4.1 Capital Structure of BB&T.........................................29 4.2 Organization, Standing and Authority of BB&T......................30 4.3 Authorized and Effective Agreement................................30 4.4 Organization, Standing and Authority of BB&T Subsidiaries.........31 4.5 Securities Documents; Financial Statements........................31 4.6
REPRESENTATIONS AND WARRANTIES OF BB&T. Each of BB&T and the BB&T Fund jointly and severally represent and warrant to and agree with Advisors and the Sterling Fund that:
(a) BB&T is a business trust duly established and validly existing under the laws of the Commonwealth of Massachusetts and has power to carry on its business as it is now being conducted and to carry out its obligations under this Agreement. BB&T and the BB&T Fund are not required to qualify as a foreign association in any jurisdiction. BB&T and the BB&T Fund have all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in Section 2(g).
(b) BB&T is registered under the 1940 Act as an open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect, and the BB&T Fund is a separate series thereof duly designated in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and Bylaws of BB&T. The BB&T Fund, which has not had active operations prior to the Exchange Date, intends to qualify as a regulated investment company under Part I of Subchapter M of the Code.
(c) There are no material legal, administrative or other proceedings pending or, to the knowledge of BB&T or the BB&T Fund, overtly threatened against BB&T or the BB&T Fund which assert liability on the part of BB&T or the BB&T Fund.
(d) There are no material contracts outstanding to which BB&T or the BB&T Fund is a party, other than as disclosed in the Prospectus and the corresponding Statement of Additional Information or in the Registration Statement.
(e) Neither BB&T nor the BB&T Fund has any known liabilities of a material nature, contingent or otherwise, other than those incurred in the ordinary course of the business of BB&T as an investment company. Prior to the Exchange Date, BB&T will advise Advisors of all known material liabilities, contingent or otherwise, incurred by it and the BB&T Fund, whether or not incurred in the ordinary course of business.
(f) No consent, approval, authorization or order of any governmental authority is required for the consummation by BB&T or the BB&T Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities or Blue Sky laws or the H-S-R Act.
(g) As of both the Valuation Time and the Exchange Date an...
REPRESENTATIONS AND WARRANTIES OF BB&T. Except (a) as disclosed in the disclosure schedule delivered by BB&T to SunTrust concurrently herewith (the “BB&T Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the BB&T Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by BB&T that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect and (iii) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) other sections of Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any BB&T Reports filed by BB&T since December 31, 2013, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), BB&T hereby represents and warrants to SunTrust as follows:
REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T represents and warrants to BankFirst as follows (the representations and warranties herein of BB&T are made subject to the applicable standard set forth in Section 6.2(a), and no such representation or warranty shall be deemed to be inaccurate unless the inaccuracy would permit BankFirst to refuse to consummate the Merger under such applicable standard):
REPRESENTATIONS AND WARRANTIES OF BB&T. 26 4.1 Capital Structure of BB&T . . . . . . . . . . . . . . . . . 26 4.2 Organization, Standing and Authority of BB&T. . . . . . . . 26 4.3
REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T represents and warrants to First Citizens as follows (the representations and warranties herein of BB&T are made subject to the applicable standard set forth in Section 6.2(a), and no such representation or warranty shall be deemed to be inaccurate unless the inaccuracy would permit First Citizens to refuse to consummate the Merger under such applicable standard):
REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T represents and warrants to First Virginia as follows (the representations and warranties herein of BB&T are made subject to the applicable standard set forth in Section 6.2(a), and no such representation or warranty shall be deemed to be inaccurate unless it is inaccurate to the extent that First Virginia would be entitled to refuse to consummate the Merger pursuant to Section 7.1(b)(ii) on account of such inaccuracy):
REPRESENTATIONS AND WARRANTIES OF BB&T. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, BB&T hereby represents and warrants to Main Street as follows:
REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T represents and warrants to Maryland Federal as follows (no representation or warranty herein of BB&T shall be deemed to be inaccurate unless the inaccuracy would permit Maryland Federal to refuse to consummate the Merger under the applicable standard set forth in Section 6.2(a)):
