Representations, Warranties and Agreements of the Corporation Sample Clauses

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the Corporation represents and warrants to, and agrees with the Purchaser that as of the date hereof and immediately prior to the Closing: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 shares of Class A Common Stock, par value $0.01 per share, of which 2,493,014 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Class B Common Stock, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 8,750 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the Banks, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months, the Corporation and each Subsidiary have filed all notices, forms, reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the FDIC, the Department and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDIC, the Department and any other applicable foreign or state securities or banking authorities, as the case may be. For the purposes of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation directly, or indirectly through any Subsidiary, owns (i) at least 10% of the outstanding voting capital stock (or other outstanding voting shares of beneficial interest), or (ii) at least a majority of the partnership, membership, joint venture...

Representations, Warranties and Agreements of the Corporation. As a material inducement to the Investors to purchase the Shares, the Corporation hereby represents and warrants to each Investor, and agrees with each Investor, as follows:

Representations, Warranties and Agreements of the Corporation. The Corporation represents, warrants, covenants, and agrees as follows:

Representations, Warranties and Agreements of the Corporation. The Corporation represents, warrants to, covenants and agrees with, the Underwriter that: (a) The Corporation is a nonprofit public benefit corporation duly organized and validly existing under the laws of the State of California (the “State”) and has, and at the Closing Date, will have, full legal right, power and authority (i) to enter into, execute, deliver and perform its obligations under this Purchase Contract, the Trust Agreement, the Lease Agreement, the Site Lease and the Assignment Agreement (collectively, the “Corporation Documents”), (ii) to execute and deliver the Certificates to the Underwriter pursuant to the Trust Agreement and as provided herein, and (iii) to carry out, give effect to and consummate the transactions contemplated by the Corporation Documents and the Official Statement. To the best knowledge of the Corporation, each of the Corporation Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect. (b) The Corporation has complied, and will at the Closing Date be in compliance, in all respects with the Corporation Documents. (c) The Board of Directors of the Corporation has, by all necessary action of the Corporation, including the adoption of a resolution adopted by the Board of Directors of the Corporation on , 2012 (the “Corporation Resolution”), duly and validly: (i) approved and authorized the execution and delivery of the Corporation Documents, the Certificates and the Official Statement and approved the distribution of the Preliminary Official Statement, and (ii) authorized and approved the performance by the Corporation of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, the Corporation Resolution and each of such documents. The Corporation Resolution was duly adopted at a meeting of the Corporation called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed. (d) Except as described in the Official Statement, to the best knowledge of the Corporation, the Corporation is not in any material respect in breach of or in default under, any law or administrative rule or regulation of the State, the ...

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the Corporation represents and warrants to, and agrees with the Purchasers that as of the date hereof and as of the Closing Date: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 shares of Class A Common Stock, of which 4,246,832 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Class B Common Stock, of which 298,539 shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 16,372 shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share, are outstanding as of the date of this Agreement. Other than as set forth on Schedule 3.1(a)(i), no shares of Class A Common Stock, Class B Common Stock or preferred stock are reserved for issuance. Schedule 3.1(a)(ii) sets forth the outstanding Class A Common Stock and Class B Common Stock, and preferred stock of the Corporation, and the holders thereof, as of the date hereof, effective upon completion of the Closing, and effective upon the completion of the Offering, assuming the Closing is completed and each Purchaser and each Other Investor funds its investment to the fullest extent may be required pursuant to the terms of this Agreement and its respective Other Stock Purchase Agreement, as applicable.

Representations, Warranties and Agreements of the Corporation. The Corporation represents and warrants to, and agrees with the Purchaser that as of the date hereof and immediately prior to the Closing: (a) The authorized capital stock of the Corporation consists of 35,000,000 shares of Common Stock, $0.01 par value, of which 10,676,500 shares are outstanding as of the date of this Agreement, and 10,000,000 shares of preferred stock, $0.01 par value, of which 5,000 shares of its Series A Fixed Rate Cumulative Convertible Preferred Stock are outstanding as of the date of this Agreement. (b) The Corporation and each Subsidiary (as defined below) have filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the Securities and Exchange Commission (the “SEC”), the FDIC, the Commissioner and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect (as defined below). All such reports and statements filed with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDIC, the Commissioner and any other applicable foreign or state securities or banking authorities, as the case may be. For the purposes of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation owns (i) at least 10% of the outstanding voting capital stock (or other outstanding voting shares of beneficial interest), or (ii) at least a majority of the partnership, membership, joint venture or similar interests; (b) partnership in which the Corporation is a general partner; or (c) limited liability company in which the Corporation is the manager or the managing member.

Representations, Warranties and Agreements of the Corporation. The Corporation represents and warrants to, and agrees with, Kojaian Ventures that:

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the Corporation represents and warrants to, and agrees with the Purchasers that as of the date hereof, and as of the Initial Closing Date, each Drawdown Closing Date and each Escrow Funding Date: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 shares of Class A Common Stock, of which 4,246,832 shares are outstanding as of the date of this Agreement; and

Representations, Warranties and Agreements of the Corporation. The Corporation hereby represents and warrants to, and agrees with, the Purchaser that:

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the Corporation represents and warrants to, and agrees with the Purchaser that as of the date hereof and immediately prior to the Closing: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 shares of Class A Common Stock, par value $0.01 per share, of which 2,493,014 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Class B Common Stock, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 8,750 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the Banks, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”).