Examples of BancTrust Subsidiaries in a sentence
The minute books of BancTrust and the BancTrust Subsidiaries contain complete and accurate records of all meetings and other corporate actions held or taken by their respective Boards of Directors (including committees of their respective Boards of Directors) and shareholders.
All real and personal property owned by BancTrust and the BancTrust Subsidiaries or presently used by any of them in their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of BancTrust and the BancTrust Subsidiaries in the ordinary course of business consistent with their past practices.
None of the representations and warranties of BancTrust, or any of the information or documents furnished or to be furnished by BancTrust or the BancTrust Subsidiaries to South Alabama in connection with the execution and delivery of this Agreement and the consummation of the Merger, is or will be false or misleading in any material respect or contains or will contain any untrue statement of a material fact.
BancTrust and the BancTrust Subsidiaries shall make available to South Alabama full and complete copies of all such plans and agreements, together with (i) the most recent actuarial and financial reports prepared with respect to any qualified plans, (ii) the most recent annual reports filed with any governmental agency, and (iii) all rulings and determination letters and any open requests for rulings or letters that pertain to any qualified plan.
The Financial Statements of BancTrust fairly present or will fairly present, as the case may be, the consolidated financial position of BancTrust and the BancTrust Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and statements of cash flows for the periods then ended in conformity with generally accepted accounting principles applied on a consistent basis (except as stated therein).
Each of the BancTrust Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business.
Neither BancTrust nor any of the BancTrust Subsidiaries is subject to any regulatory or supervisory cease and desist order, agreement, written directive, memorandum of understanding or written commitment, nor have they received any written communication requesting that any of them enter into any of the foregoing.
BancTrust and the BancTrust Subsidiaries are in compliance in all material respects with all statutes and regulations applicable and material to the conduct of their respective businesses (except for any violations not material to the financial condition, results of operations, business or prospects of BancTrust).
In connection with the most recent examinations of BancTrust and the BancTrust Subsidiaries by the FRB and the Superintendent, and except as disclosed on Schedule 4.5 hereto, neither BancTrust nor any of the BancTrust Subsidiaries was required to correct or change any action, procedure or proceeding that BancTrust or any of the BancTrust Subsidiaries believes has not been corrected or changed as required as of the date hereof.
Each of the BancTrust Subsidiaries is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction where the nature or location of such subsidiary's assets or its business makes such qualification necessary, except where the failure to be so qualified or in good standing does not and will not have a material adverse effect on BancTrust and the BancTrust Subsidiaries taken as a whole.