REPRESENTATIONS AND WARRANTIES OF CVB. 32 5.1 Incorporation, Standing and Power.............................................................32 5.2 Capitalization................................................................................33 5.3 Financial Statements..........................................................................33 5.4 Reports and Filings...........................................................................33 5.5 Authority.....................................................................................34
REPRESENTATIONS AND WARRANTIES OF CVB. CVB and CBB represent and warrant to Kaweah as follows (provided that CBB does not make any representations and warranties as to CVB):
REPRESENTATIONS AND WARRANTIES OF CVB. 29 5.1 Incorporation, Standing and Power...........................................29
REPRESENTATIONS AND WARRANTIES OF CVB. CVB represents and warrants to ONB as follows:
REPRESENTATIONS AND WARRANTIES OF CVB. CVB represents and warrants to Wxxxx as follows: (a) CVB is a corporation duly organized and validly existing under the laws of the State of Ohio, and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. CVB has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required which, if not obtained or possessed, would have a materially adverse effect on the business and operations of CVB) to engage in the businesses and activities now conducted by it. As of the date of this Merger Agreement, the authorized capital stock of CVB consists of 500,000 shares of common stock without par value, of which a total of 448,000 shares are issued and outstanding and no shares are held as treasury shares. All of said shares of capital stock are fully paid and nonassessable and were not issued in violation of the preemptive rights of any shareholder. There are no outstanding options, warrants or commitments of any kind relating to CVB's authorized but unissued capital stock except as disclosed in the letter to Wxxxx of even date herewith.
REPRESENTATIONS AND WARRANTIES OF CVB. Except as Previously Disclosed, CVB hereby represents and warrants to Valley as follows:
REPRESENTATIONS AND WARRANTIES OF CVB. THE BANK AND MERGER SUB CVB and the Bank hereby represent and warrant to Citizens as follows:
