Common use of 2Capitalization Clause in Contracts

2Capitalization. (a) The authorized capital stock of Bankshares consists of 10,000,000 shares of preferred stock, none of which are issued and outstanding, and 40,000,000 shares of ​ ​ ​ ​ ​ Bankshares Common Stock, of which 2,552,315 are issued and outstanding as of the date hereof, and no shares are held in the treasury of Bankshares as of the date hereof. All of the issued and outstanding shares of Bankshares Common Stock have been duly authorized and validly issued, and all such shares are fully paid and non-assessable, and subject to no preemptive rights and were not issued in violation of any preemptive rights. Except as set forth on Bankshares Disclosure Schedule 3.2(a), there are no outstanding options, warrants, commitments, or other rights or instruments to purchase or acquire any shares of capital stock of Bankshares. (b) Bankshares owns, directly, or indirectly, all of the capital stock of Presence Bank and the other Bankshares Subsidiaries, free and clear of any liens, security interests, pledges, charges, encumbrances, agreements and restrictions of any kind or nature. All the equity securities of each Bankshares Subsidiary held by Bankshares or the Bankshares Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable. There are no subscriptions, options, commitments, calls or other agreements outstanding with respect to the capital stock of Presence Bank or any other Bankshares Subsidiary. Except for the Bankshares Subsidiaries, Bankshares does not possess, directly or indirectly, any material equity interest in any entity.