The Bank. The Bank is a commercial bank duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has the corporate power and authority and all necessary federal, state, local and foreign authorizations to own or lease its properties and assets and to carry on its business as it is now being conducted. The Company directly owns all the shares of the outstanding capital stock of the Bank. The Bank has no subsidiaries. No equity securities of the Bank are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relative to, or concerning securities or rights convertible into, or exchangeable for, shares of any class of capital stock or other equity security of the Bank, and there are no other contracts, commitments, understandings or arrangements by which the Bank is bound to issue, or the Company is bound to cause the Bank to issue, additional shares of its capital stock or other equity security or options, warrants, scrip, rights to purchase or acquire, or securities or rights convertible into or exchangeable for, any additional shares of its capital stock or other equity security. All of the shares of capital stock of the Bank so owned by the Company are fully paid and non-assessable and are owned by it free and clear of any claim, lien, encumbrance or agreement with respect thereto. The deposits of the Bank are insured to the applicable legal limits by the Deposit Insurance Fund of the FDIC.
Appears in 6 contracts
Samples: Investment Agreement (WashingtonFirst Bankshares, Inc.), Investment Agreement (WashingtonFirst Bankshares, Inc.), Investment Agreement (WashingtonFirst Bankshares, Inc.)