Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 shares of common stock, $0.10 par value per share, and 1,000,000 shares of preferred stock. As of the date of this Agreement, there are 8,513,414 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 2 contracts

Sources: Subordinated Note Purchase Agreement (Greene County Bancorp Inc), Subordinated Note Purchase Agreement (Greene County Bancorp Inc)

Capital Stock and Related Matters. The Charter of the Company authorizes authorize the Company to issue 12,000,000 5,000,000 shares of common stock, $0.10 par value $0.01 per share and 200,000 shares of serial preferred stock, par value $0.01 per share, and 1,000,000 shares of preferred stock. As of the date of this Agreement, there are 8,513,414 2,956,854 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of DirectorsDirectors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029.

Appears in 2 contracts

Sources: Subordinated Note Purchase Agreement (Security Federal Corp), Subordinated Note Purchase Agreement (Security Federal Corp)

Capital Stock and Related Matters. The Charter Articles of the Company authorizes authorize the Company to issue 12,000,000 up to (i) 20,000,000 shares of common stock, $0.10 1.25 par value per share, and 1,000,000 (ii) 10,000,000 shares of preferred stock, no par value per share. As of the date of this AgreementSeptember 1, 2021, there are 8,513,414 were 6,959,134 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 2 contracts

Sources: Subordinated Note Purchase Agreement (Uwharrie Capital Corp), Subordinated Note Purchase Agreement (Uwharrie Capital Corp)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 40,000,000 shares of common stock, $0.10 par value per share, and 1,000,000 900,000 shares of preferred stock10% Cumulative Preferred Stock and 10,000,000 shares of Senior Preferred Stock. As of the date of this AgreementMarch 31, 2021, there are 8,513,414 were 32,771,013 shares of the Company’s common stock issued and outstanding outstanding, and no shares of the Company’s preferred stock 10% Cumulative Preferred Stock or Senior Preferred Stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board board of Directorsdirectors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Bancfirst Corp /Ok/)

Capital Stock and Related Matters. The Charter Articles of Incorporation of the Company authorizes authorize the Company to issue 12,000,000 (i) 40,000,000 shares of common stock, $0.10 no par value per share, (“Common Stock”) and (ii) 1,000,000 shares of preferred stock, no par value (“Preferred Stock”). As of the date of this AgreementDecember 14, there are 8,513,414 2021, 15,670,730 shares of the Company’s common stock issued and outstanding Common Stock and no shares of the Company’s preferred stock Preferred Stock, were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached heretoOther than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Mercantile Bank Corp)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 300,000,000 shares of common stock, $0.10 no par value per share(“Common Stock”), and 1,000,000 25,000,000 shares of preferred stock, no par value (“Preferred Stock”). As of the date of this Agreement, there are 8,513,414 12,954,863 shares of the Company’s common stock Common Stock issued and outstanding and no shares of the Company’s preferred stock Preferred Stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Coastal Financial Corp)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 100,000,000 shares of common stock, $0.10 no par value per sharevalue, and 1,000,000 10,000,000 shares of preferred stock, no par value. As of the date of this Agreement, there are 8,513,414 60,444,547 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached heretopursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Heritage Commerce Corp)

Capital Stock and Related Matters. The Charter Articles of the Incorporation of Company authorizes the Company to issue 12,000,000 30,000,000 shares of common stock, $0.10 0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value. As of the date of this Agreement, there are 8,513,414 11,150,695 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed set forth on Schedule 4.1.2 attached hereto4.1.2, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Citizens Community Bancorp Inc.)

Capital Stock and Related Matters. The Charter Articles of the Incorporation of Company authorizes the Company to issue 12,000,000 30,000,000 shares of common stock, $0.10 0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value. As of the date of this Agreement, there are 8,513,414 10,536,544 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed set forth on Schedule 4.1.2 attached hereto4.1.2, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Citizens Community Bancorp Inc.)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 50,000,000 shares of common stock, $0.10 0.01 par value per sharevalue, and 1,000,000 shares of preferred stock, $0.01 par value. As of the date of this Agreement, there are 8,513,414 13,680,974 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Capital Bancorp Inc)

Capital Stock and Related Matters. The Charter Articles of Incorporation of the Company authorizes the Company to issue 12,000,000 (i) 185,000,000 shares of common stock, $0.10 no par value per share, (“Common Stock”) and (ii) 1,000,000 shares of preferred stockstock (“Preferred Stock”). As of the date of this AgreementSeptember 30, there are 8,513,414 2020, 28,179,798 shares of the Company’s common stock issued and outstanding Common Stock, and no shares of the Company’s preferred stock Preferred Stock are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached heretoOther than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Central Pacific Financial Corp)

Capital Stock and Related Matters. The Charter Articles of the Incorporation of Company authorizes the authorize Company to issue 12,000,000 5,000,000 shares of common stock, $0.10 par value per share, stock and 1,000,000 250,000 shares of preferred stock. As of the date of this Agreement, there are 8,513,414 (i) 1,401,511 shares of the Company’s common stock issued and outstanding and no (ii) 4,500 shares of the Company’s preferred stock issued and outstanding. outstanding as Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series A. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Blue Ridge Bankshares, Inc.)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 42,000,000 shares of common stock, $0.10 par value per share, stock and 1,000,000 500,000 shares of preferred stock. As of the date of this Agreement, there are 8,513,414 18,962,437 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except for up to 173,861 shares of common stock that could potentially be issued if certain performance metrics are satisfied or warrants are exercised, all as disclosed on Schedule 4.1.2 attached heretocontingent consideration in connection with previous acquisition of wealth management entities, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Peapack Gladstone Financial Corp)

Capital Stock and Related Matters. The Charter Articles of Incorporation of the Company authorizes the Company to issue 12,000,000 35,000,000 shares of common stock, par value $0.10 0.4167 per share, and 5,000,000 shares of preferred stock, no par value per share, and 1,000,000 shares of preferred stock. As of the date of this AgreementNovember 30, 2021, there are 8,513,414 were 5,282,853 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (CB Financial Services, Inc.)

Capital Stock and Related Matters. The Charter Certificate of Formation of the Company authorizes the Company to issue 12,000,000 10,000,000 shares of common stock, $0.10 par value per share, and 1,000,000 no shares of preferred stock. As of the date of this AgreementDecember 31, there are 8,513,414 2020, 6,501,024 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached heretoOther than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (River Financial Corp)

Capital Stock and Related Matters. The Charter Articles of Incorporation of the Company authorizes authorize the Company to issue 12,000,000 10,000,000 shares of common stock, $0.10 par value per share, stock and 1,000,000 2,000,000 shares of preferred stock. As of the date of this AgreementDecember 31, there are 8,513,414 2020, 7,443,842 shares of the Company’s common stock issued and outstanding and no 28,750 shares of the Company’s preferred stock were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached heretoOther than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (MainStreet Bancshares, Inc.)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 50,000,000 shares of common stock with a par value of $1.00 per share, and 15,000,000 shares of preferred stock, $0.10 5.00 par value per share, and 1,000,000 shares of preferred stock. As of the date of this AgreementFebruary 28, 2022, there are 8,513,414 were 12,117,517 shares of the Company’s common stock issued and outstanding outstanding, and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached heretopursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Guaranty Bancshares Inc /Tx/)

Capital Stock and Related Matters. The Charter Articles of the Company Incorporation authorizes the Company to issue 12,000,000 (i) 9,000,000 shares of common stock, $0.10 par value $0.01 per shareshare (“Common Stock”), and (ii) 1,000,000 shares of serial preferred stock, par value $0.01 per share (“Preferred Stock”). As of the date of this AgreementFebruary 12, 2025, there are 8,513,414 2,626,606 shares of the Company’s common stock Common Stock issued and outstanding outstanding, and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company Company, except pursuant to the Company’s 's equity incentive plans plans, all of which have been duly adopted by the Company’s 's Board of Directors.

Appears in 1 contract

Sources: Senior Unsecured Note Purchase Agreement (Quaint Oak Bancorp, Inc.)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 50,000,000 shares of common stock, $0.10 0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share. As of the date of this AgreementMarch 10, 2022, there are 8,513,414 were 13,442,782 shares of the Company’s common stock issued and outstanding outstanding, and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Third Coast Bancshares, Inc.)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 300,000,000 shares of common stock, $0.10 no par value per share(“Common Stock”), and 1,000,000 25,000,000 shares of preferred stock, no par value (“Preferred Stock”). As of the date of this Agreement, there are 8,513,414 12,010,787 shares of the Company’s common stock Common Stock issued and outstanding and no shares of the Company’s preferred stock Preferred Stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Coastal Financial Corp)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 50,000,000 shares of common stock, $0.10 0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share. As of the date of this AgreementJuly 19, 2021, there are 8,513,414 25,113,322 shares of the Company’s common stock issued and outstanding outstanding, and no 45,000 shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Triumph Bancorp, Inc.)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 40,000,000 shares of common stock, $0.10 1.00 par value per sharevalue, and 1,000,000 10,000,000 shares of preferred stock, $1.00 par value. As of the date of this Agreement, there are 8,513,414 21,602,199 shares of the Company’s common stock issued and 21,408,017 shares of the Company’s common stock outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)

Capital Stock and Related Matters. The Charter Articles of the Incorporation of Company authorizes the authorize Company to issue 12,000,000 10,000,000 shares of common stock, $0.10 no par value per share, and 1,000,000 200,000 shares of preferred stock, no par value. As of the date of this Agreement, there are 8,513,414 7,202,665 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessablenonassessable. Except as disclosed set forth on Schedule 4.1.2 attached hereto4.1.2, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Sb Financial Group, Inc.)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 40,000,000 shares of common stock, par value $0.10 1.00 per share, and 5,000,000 shares of preferred stock, no par value per share, and 1,000,000 shares of preferred stock. As of the date of this Agreement, there are 8,513,414 10,310,212 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans or employee stock ownership plan duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Investar Holding Corp)

Capital Stock and Related Matters. The Charter Articles of the Company authorizes authorize the Company to issue 12,000,000 30,000,000 shares of common stock, $0.10 par value per share, stock and 1,000,000 2,000,000 shares of preferred stock. As of the date of this Agreement, there are 8,513,414 13,332,484 shares of the Company’s common stock issued and outstanding and no zero shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there areOther than pursuant to the Company’s equity incentive and other benefit plans duly adopted by the Company’s Board of Directors, as of the date hereof, hereof there are no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Bay Banks of Virginia Inc)

Capital Stock and Related Matters. The Charter Articles of Incorporation of the Company authorizes authorize the Company to issue 12,000,000 10,000,000 shares of common stock, $0.10 par value per share, stock and 1,000,000 2,000,000 shares of preferred stock. As of the date of this AgreementDecember 31, there are 8,513,414 2021, 7,595,781 shares of the Company’s common stock issued and outstanding and no 28,750 shares of the Company’s preferred stock were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached heretoOther than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (MainStreet Bancshares, Inc.)

Capital Stock and Related Matters. The Charter Articles of Incorporation of the Company authorizes the Company to issue 12,000,000 20,000,000 shares of common stock, $0.10 par value $2.50 per share, and 1,000,000 250,000 shares of preferred stock, par value $1.00 per share. As of the date of this Agreement, there are 8,513,414 12,976,946 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Summit Financial Group Inc)

Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 50,000,000 shares, consisting of 40,000,000 shares of common stock, $0.10 0.01 par value per sharevalue, and 1,000,000 10,000,000 shares of preferred stock, $0.01 par value. As of the date of this Agreement, there are 8,513,414 2,595,289 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of DirectorsDirectors or as otherwise disclosed in the Company’s Reports.

Appears in 1 contract

Sources: Subordinated Note Purchase Agreement (Sound Financial Bancorp, Inc.)