PACW » Topics » mpany

This excerpt taken from the PACW 8-K filed May 4, 2005.
mpany.  Subject to Section 5.01 and except as set forth in the corresponding sections or subsections of the Disclosure Schedule, the Company hereby represents and warrants to Parent:


(a)                                  Organization, Standing and Authority.  The Company is a state-chartered bank duly organized and validly existing under the laws of the state of California, is a member of the Federal Reserve System and its deposits are insured by the FDIC through the Bank Insurance Fund in the manner and to the fullest extent provided by law.  The Company is duly qualified to do business and is in good standing in the State of California.  The Company has made available to Parent a complete and correct copy of the Company Articles and Company By-Laws, each as amended to date.  The Company Articles and the Company By-Laws so delivered are in full force and effect as of the date hereof.


(b)                                 Company Capital Stock.  As of the date hereof, the authorized capital stock of the Company consists solely of 5,000,000 shares of Company Common Stock, of which 2,370,258 shares are issued and outstanding.  As of the date hereof, no shares of Company Common Stock are held in treasury by the Company or otherwise owned directly or indirectly by the Company.  The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).  No more than 226,750 shares of Company Common Stock were issuable upon exercise of Company Stock Options or other Rights as of December 31, 2004, and no Company Stock Options have been issued since such date.  There are up to an additional 103,229 shares of Company Common Stock available for issuance under the Company Stock Option Plan.  Schedule 5.02(b) of the Disclosure Schedule sets forth for each Company Stock Option and each other Right, as applicable, the name of the grantee or holder, the date of the grant, the expiration date of such Right, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code if such Right is a Company Stock Option, the number of shares of Company Common Stock subject to such Right, the number of shares subject to such Rights that are currently exercisable, the exercise price per share and the weighted average exercise price of such Rights in the aggregate.  Except as set forth above, as of the date hereof, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement.




(c)                                  Subsidiaries.  The Company has no Subsidiaries.  Except as set forth in Schedule 5.02(c), the Company does not, directly or indirectly, beneficially own any equity securities or similar interests of any Person or any interests of any Person or any interest in a partnership or joint venture of any kind.


(d)                                 Corporate Power.  The Company has all requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease or operate, as the case may be, all its properties and assets; and the Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated hereby.


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