REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. Holding Company hereby represents and warrants to Inland Affiliate as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. Holding Company represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. The Holding Company hereby represents and warrants as follows:
3.1 The Holding Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. At the Effective Date, the Holding Company will have corporate power to carry on its business as then to be conducted and will be qualified to do business in every jurisdiction in which the character and location of the assets to be owned by it or the nature of the business to be transacted by it require qualification.
3.2 The Holding Company has no subsidiaries other than New Bank at the date of this Agreement. Between the date hereof and the Effective Date, the Holding Company will not create or acquire any subsidiaries, other than New Bank, without the consent of First Federal.
3.3 The authorized capital stock of the Holding Company consists on the date hereof of three million shares of Holding Company Common Stock, par value $.01 per share, and one million shares of serial preferred stock. Except as set forth above or as contemplated by this Agreement or necessary for the effectuation of the Merger, as of the date hereof, the Holding Company has one share of its capital stock issued and outstanding and does not have any outstanding subscriptions, options or other agreements or commitments obligating it to issue shares of its capital stock.
3.4 Compliance with the terms and provisions of this Agreement by the Holding Company will not conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or governmental authority, domestic or foreign, or of any agreement or instrument to which the Holding Company is a party, or constitute a default thereunder.
3.5 The execution, delivery and performance of this Agreement have been duly authorized by the Board of Directors of the Holding Company and have been approved by the Holding Company Common Stockholders.
3.6 The Holding Company has complete and unrestricted power to enter into and to consummate the transactions contemplated by this Agreement, subject to approval of this Agreement and the Merger by the Holding Company Stockholder and the provisions of Section 7.3 hereof.
3.7 On or prior to the Effective Date, the Holding Company will have available the funds necessary to convert and exchange the outstanding First Federal Common Stock to be converted and exchanged pursuant to the Merger as provided herein.
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. Holding Company hereby represents and warrants as follows:
4.1. Holding Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Mississippi.
4.2. Holding Company has no subsidiaries at the date of this Agreement other than Interim Bank. Between the date hereof and the Effective Date, Holding Company will not create or acquire any additional subsidiaries, without the consent of First National.
4.3. Holding Company has caused Interim Bank to be organized with an aggregate of 33,000 shares of authorized common stock, and immediately prior to the Effective Date, Holding Company will own 600 shares of the common stock of Interim Bank. No other person or entity shall own any shares of the common stock of Interim Bank immediately preceding the Effective Date.
4.4. The authorized capital stock of Holding Company consists, as of the date hereof, of 3,000,000 shares of common stock, no par value and 1,000,000 shares of preferred stock, no par value. One share of common stock of Holding Company has been issued to Xxxxx X. Xxxxxxxxxx, as President of First National, for purposes of organizing the Holding Company. On the Effective Date, Holding Company shall repurchase all shares outstanding before the Effective Date at the issue price. Except for such shares issued to Xx. Xxxxxxxxxx, Holding Company does not have any shares of its common stock or preferred stock issued or outstanding and does not have any outstanding subscriptions, options or other agreements or commitments obligating it to issue shares of its common or preferred stock.
4.5. Compliance with the terms and provisions of this Agreement by Holding Company will not conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or governmental authority, domestic or foreign, or of any agreement or instrument to which Holding Company is a party, or constitute a default thereunder.
4.6. The execution, delivery and performance of this Agreement has been duly authorized by the Board of Directors of Holding Company.
4.7. Holding Company has complete and unrestricted power to enter into and to consummate the transactions contemplated by this Agreement.
4.8. On or prior to the Effective Date, Holding Company will take such action and execute and deliver all such agreements and other documents, and duly reserve for issuance all such shares of common stock of Holding Company as m...
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. Holding Company hereby represents and warrants to Investor, as of the date hereof and as of the date of each additional issuance of Preferred Shares to Investor pursuant to Post Closing Capital Calls, and to the CATV Shareholders and the HSA Shareholders as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. 6 (a) Organization and Standing of Holding Company. . . . .6 (b) Organization and Standing of Savings Institution. . .7 (c)
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. Holding Company represents and warrants to Acquisition and FBOP with respect to Holding Company and the Subsidiaries (as defined below) as follows (it being understood and acknowledged that no representations and warranties are made with respect to BYL Bancorp, a California corporation, and BYL Bank Group, a California commercial bank and wholly owned subsidiary of BYL Bancorp):
(a) Organization and Standing of Holding Company. Holding Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Holding Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect (as defined below) on Holding Company and the Subsidiaries (defined below), taken as a whole. Holding Company is duly registered as a savings and loan holding company under the Home Owners' Loan Act, as amended ("HOLA"), and the regulations issued thereunder.
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. As an inducement to the Stockholders to enter into this Agreement and to consummate the transactions contemplated herein, Holding Company represents and warrants to the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. Holding Company represents and warrants to Acquisition and FBOP with respect to Holding Company and the Subsidiaries (as defined below) as follows. Any exception, qualification, limitation, document or other item described in any provision, subprovision, section or subsection of any Schedule with respect to a particular representation or warranty contained in this Article II shall be deemed to be disclosed as an exception, qualification, limitation, document or other item, as applicable, with respect to any other representation or warranty to the extent that it is reasonably apparent from a reading of such disclosure that it also qualifies or applies to such representation or warranty, notwithstanding the omission of a cross-reference thereto.
REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY. Holding Company represents and warrants to Beldxx xxxt the statements contained in this Article IV are true and correct as of the date of this Agreement, except as set forth in the CSI Disclosure Schedule attached to this Agreement (the "CSI Disclosure Schedule"). The CSI Disclosure Schedule will be arranged in paragraphs corresponding to the numbered paragraphs contained in this Article IV.
