Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As Set forth on Schedule 2.2(b) is a true, complete and correct list, as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” ”, and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and except as Previously Disclosedset forth on Schedule 2.2(b), the Company does not own beneficially or controlbeneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangementventure. The Except as set forth on Schedule 2.2(b), the Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No , and all the issued and outstanding shares of Capital Stock or comparable equity security interest of any each Company Subsidiary is are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or may be required to be issued by reason of any optionpurchase securities. There are no outstanding options, warrantwarrants, scrip, preemptive right, right rights to subscribe to, gross-up right, call calls or commitment commitments of any character whatsoever relating to, or security securities or right rights convertible intointo or exercisable or exchangeable for, any shares of Capital Stock of any capital stock Company Subsidiary or any bonds, debentures, notes or other interest indebtedness having the right to vote on any matters on which the shareholders of such any Company SubsidiarySubsidiary may vote, and there are no or contracts, commitments, understandings or arrangements by which any Company Subsidiary is or may become bound to issue additional shares of its capital stock Capital Stock of such Company Subsidiary or other interestoptions, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any option, warrant or right to purchase or acquire any additional shares of its capital stockCapital Stock of any Company Subsidiary. The deposit accounts of Highlands Union Bank (the Bank “Bank”) are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act (“FDI Act, as amended, ”) and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankdue.

Company Subsidiaries. As (a) Company owns all of the date issued and outstanding capital stock of this Agreementthe Bank, which is the only Subsidiary directly held by Company, and will own all of such shares as of the Closing Date. The Bank owns all of the issued and outstanding capital stock of Company Investments, which is the only Subsidiary of the Bank, and will own all of such shares as of the Closing Date (hereafter, the Subsidiaries of Company has Previously Disclosed are referred to collectively as, the "Company Subsidiaries" and singularly as a true, complete "Company Subsidiary"). Each Company Subsidiary and correct list the capitalization of each entity Company Subsidiary is set forth in which Schedule 4.07(a) of the Disclosure Schedule of Company. Except as set forth in Schedule 4.07(a) of the Disclosure Schedule of Company, neither Company nor any Company Subsidiary owns directly or indirectlyindirectly any debt or equity securities, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of proprietary interest in any class of equity securities or similar interests of any other corporation, bankjoint venture, business trustpartnership, entity, association or similar organization, and is not, directly or indirectly, a partner other business. Except as provided in any general partnership or party Section 55 of the National Bank Act with respect to any joint venture or similar arrangement. The Company owns, directly or indirectlythe Bank, all of its interests in the issued and outstanding shares of the capital stock of each Company Subsidiary free have been duly and clear validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of capital stock of any and all LiensCompany Subsidiary are subject to any preemptive rights of the current or past stockholders of such Company Subsidiary. No equity security capital stock of any Company Subsidiary is or may be become required to be issued (other than to Company) by reason of any optionoptions, warrantwarrants, scrip, preemptive right, right rights to subscribe to, gross-up rightcalls, call or commitment commitments of any character whatsoever relating to, or security securities or right rights convertible intointo or exchangeable for, shares of any the capital stock or other interest of such Company Subsidiary, and there . There are no contracts, commitments, understandings or arrangements by which relating to the rights of Company or any Company Subsidiary is bound to issue additional vote or to dispose of shares of its the capital stock or other interest, or of any option, warrant or right to purchase or acquire any additional Company Subsidiary. All of the shares of its capital stock. The deposit accounts stock of the Bank any Company Subsidiary are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Actowned free and clear of any claim, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Banklien or encumbrance.

Company Subsidiaries. As of the date of this Agreement, the The Company has Previously Disclosed a true, complete and correct -------------------- list of each entity all the Company Subsidiaries, including the states in which the Companysuch Company Subsidiaries are organized, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest and if any of such that it Company Subsidiaries is consolidated with the Company in the financial statements of not wholly-owned by the Company or has a Company Subsidiary, the power to elect a majority of percentage owned by the board of directors Company or any Company Subsidiary and the names, addresses and percentage ownership by any other individual or corporation, partnership, joint venture, business trust, limited liability corporation or partnership, association or other persons performing similar functions organization (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”"Business Entity"). Except for No equity securities of any of the Company Subsidiaries and as Previously Disclosed, are or may become required to be issued (other than to the Company does not own beneficially or control, directly or indirectly, more than 5% a wholly-owned Company Subsidiary) by reason of any class Rights with respect thereto. There are no contracts, commitments, understandings or arrangements by which any of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The the Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary Subsidiaries is or may be required bound to be issued by reason of sell or otherwise issue any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any its capital stock or other interest of such Company Subsidiarystock, and there are no contracts, commitments, understandings or arrangements relating to the rights of the Company to vote or to dispose of such shares. All of the shares of capital stock of each Company Subsidiary are fully paid and nonassessable and subject to no preemptive rights and, except as Previously Disclosed, are owned by which the Company or a Company Subsidiary free and clear of any liens, encumbrances, charges, security interests, restrictions (including restrictions on voting rights or rights of disposition), defaults or equities of any character or claims or third party rights of whatever nature (collectively, "Liens"). Each Company Subsidiary is bound in good standing under the laws of the jurisdiction in which it is incorporated or organized, and is duly qualified to issue additional shares do business and in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its capital stock business requires it to be so qualified, except for any case in which the failure to be duly qualified is not reasonably likely, individually or other interestin the aggregate, to have a Material Adverse Effect on the Company. Except as Previously Disclosed, the Company does not own beneficially, directly or indirectly, any option, warrant equity securities or right to purchase or acquire similar interests of any additional shares of its capital stockBusiness Entity. The deposit accounts term "Company Subsidiary" means any Business Entity in which the Company, directly or indirectly, owns or controls 50% or more of any class of such entity's voting securities. The Company has Previously Disclosed a list of all equity securities it or a Company Subsidiary holds for its own account and not in a bona fide fiduciary capacity, as of the Bank are insured by date hereof, involving, in the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Actaggregate, as amended, and the rules and regulations ownership or control of 5% or more of any class of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due issuer's voting securities or 25% or more of the issuer's equity (after giving effect to any applicable extensionstreating subordinated debt as equity). The Company beneficially has Previously Disclosed a list of all partnerships, joint ventures or similar entities, in which it or any Company Subsidiary owns all of the outstanding capital securities of, and has sole control of, the Bankor controls an interest.

Company Subsidiaries. As Schedule 4.2(d) of the date of this Agreement, Disclosure Schedules sets forth the Company has Previously Disclosed a true, complete and correct list name of each entity in which Company Subsidiary and for each Company Subsidiary: (i) its jurisdiction of formation; (ii) its authorized share capital or approved registered capital; (iii) the Companynumber of its issued and outstanding share capital or the registered capital that has been paid; (iv) the share interests that are wholly owned, directly or indirectly, owns sufficient capital stock or holds by the Company, and (v) a sufficient list of all equity or similar interest such that it is consolidated with the Company holders and holders of Indebtedness in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “each Company Subsidiary” and, collectively, and the “equity and debt interest held by each such holders. The share interests of each Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or controlSubsidiary that are owned, directly or indirectly, more than 5% by the Company, as set forth in Schedule 4.2(d) of any class the Disclosure Schedules, are owned free and clear of equity securities or similar interests all Encumbrances. All of any corporation, bank, business trust, association or similar organization, the issued and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests outstanding share capital in each Company Subsidiary free have been duly authorized and clear legally issued and, to the extent such concepts are recognized under applicable Law, are fully paid and non-assessable and were not issued in violation of any and all Liens. No equity security purchase option, call option, right of any first refusal or offer, preemptive rights, subscription right or other similar right, the organizational documents of the relevant Company Subsidiary or any applicable Law. All capital contributions to the Company Subsidiaries have been paid in accordance with all applicable Law. There is or may be required to be issued by reason of any no existing option, warrant, scrip, preemptive rightcall, right to subscribe to(including preemptive rights), gross-up right, call or commitment contract of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiaryrequiring, and there are no contracts, commitments, understandings or arrangements by which securities of any Company Subsidiary is bound to issue additional outstanding which upon conversion or exchange would require, the issuance, of any shares of its capital stock stock, other equity interests or other interestvoting securities of any Company Subsidiary or other securities convertible into, exchangeable for or any option, warrant or evidencing the right to subscribe for or purchase or acquire any additional shares of its capital stock. The deposit accounts , other equity interests or other voting securities of any Company Subsidiary and there are no formal or informal agreements or understanding with respect to any of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankforegoing.

Company Subsidiaries. As Each of the date Subsidiaries (i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of this Agreementthe jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each other jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification or licensing necessary, except, with respect to each of the clauses (i), (ii) and (iii), for any such failures to have such power and authority or to be so qualified or licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. Section 3.3 of the Company has Previously Disclosed Disclosure Letter sets forth a true, correct and complete and correct list of each entity in which Subsidiary of the Company, directly the number and type of outstanding equity securities of each such Subsidiary and a true, correct and complete list of the holders thereof, and the jurisdiction of incorporation or indirectly, owns sufficient organization of each such Subsidiary. Each of the outstanding shares of capital stock or holds other equity securities of each of the Company’s Subsidiaries (i) is duly authorized, validly issued, fully paid and nonassessable, (ii) is not subject to, and was not issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the charter, by-laws or other organizational documents of such Subsidiary or any Contract to which such Subsidiary is a sufficient equity party or similar interest such that it is consolidated with otherwise bound, and (iii) is owned by the Company in the financial statements or another wholly owned Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, Contracts, limitations in voting rights, charges, assignment, deposit arrangement, or has other encumbrances of any nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the power to elect a majority same economic effect as any of the board foregoing, but excluding with respect to Intellectual Property, non-exclusive licenses with customers entered into in the Ordinary Course of directors or other persons performing similar functions Business) (each, a “Company Subsidiary” and, collectively, the “Company SubsidiariesLiens”). Except There are no outstanding or authorized options, warrants, rights, Contracts or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity securities of any Subsidiary of the Company. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company. The Company Subsidiaries has made available to Parent true, correct and as Previously Disclosedcomplete copies of the charter, by-laws or other organizational documents of each Subsidiary of the Company. The Company does not own beneficially or control, directly or indirectly, more than 5% of or have any class of direct or indirect equity securities participation or similar interests of interest in, any corporation, bankpartnership, limited liability company, joint venture, trust or other business trust, association or similar organizationentity which is not a Subsidiary of the Company. Other than intercompany arrangements between the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries is notsubject to any obligation, directly contingent or indirectlyotherwise, to provide funds to or make any investment (in the form of a partner loan, capital contribution or otherwise) in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankPerson.

Company Subsidiaries. As Schedule 4.3 lists each of the date of this AgreementCompany's directly and indirectly owned Subsidiaries (individually a "Company Subsidiary" and, collectively, the "Company Subsidiaries"). Except as set forth in Schedule 4.3, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Companydoes not own, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar any material interest such that it is consolidated in any Person. Schedule 4.3 sets forth, with the Company in the financial statements regard to each of the Company Subsidiaries, a true and complete list of (i) its name and jurisdiction of incorporation, formation or has organization, as the power to elect a majority of the board of directors case may be, (ii) its authorized capital stock, membership interests or other persons performing similar functions equity interests, as the case may be, (eachiii) the number of shares of capital stock, membership interests or other equity interests, as the case may be, of each class thereof outstanding, (iv) the number of shares of capital stock, membership interests or other equity interests, as the case may be, of each class owned by the Company or a “Company Subsidiary” andSubsidiary and (v) the names and titles of its managers, collectively, the “Company Subsidiaries”)directors and executive officers. Except for as set forth in Schedule 4.3, no shares of capital stock, membership interests or other equity interests, as the Company Subsidiaries and as Previously Disclosedcase may be, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of other security (including any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security debt security) of any Company Subsidiary is held by any Person or entity other than the Company or one or more of the Company Subsidiaries. Each Company Subsidiary is a corporation, limited liability company or other business entity validly existing under the laws of the jurisdiction of its incorporation, formation or organization, as the case may be be, and has the power and authority to carry on its business as now being conducted and to own and operate the properties and assets now owned and being operated by it. The Company has made available to HTI Acquisition complete and correct copies of each of the Company Subsidiary's certificate of incorporation and bylaws, certificate of formation and limited liability company agreement or other organizational documents, as the case may be, as in effect on the date hereof. Each Company Subsidiary is duly qualified or licensed to do business and in good standing in each of the respective jurisdictions listed in Schedule 4.3. No Company Subsidiary is required to be issued by reason of any optionqualified or licensed to do business as a foreign corporation, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock limited liability company or other interest business entity in any other jurisdiction except such jurisdictions, if any, in which the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All outstanding membership interests of such each Company SubsidiarySubsidiary owned by the Company or a Company Subsidiary have been duly authorized and validly issued, and there are no contractsfully paid and non-assessable. Except as set forth in Schedule 4.3 and except for the LaSalle Lien, commitmentsall outstanding equity interests in each of the Company Subsidiaries is owned by the Company or one or more of the Company Subsidiaries free and clear of all Liens, understandings or arrangements by which other than restrictions on transfer pursuant to applicable law and, subject to compliance with such laws, are freely transferable. Except as set forth in Schedule 4.3, neither the Company nor any Company Subsidiary nor Alleghany is a party to or bound by any contract, agreement or arrangement with any Person (other than the Company or another Company Subsidiary) to issue additional shares issue, sell or otherwise dispose of its capital stock or other interestredeem, purchase or otherwise acquire any equity interest in or any other security (including any debt security) of any Company Subsidiary or any other security exercisable or exchangeable for or convertible into any equity interest in or any other security (including any debt security) of any Company Subsidiary. Except as set forth in Schedule 4.3, there is no outstanding option, warrant or other right to purchase subscribe for or acquire to purchase, or contract, agreement or arrangement with any additional shares Person (other than the Company or another Company Subsidiary) with respect to, any equity interest in or any other security (including any debt security) of its capital stock. The deposit accounts any Company Subsidiary, or any other security exercisable or exchangeable for or convertible into any equity interest in or any other security (including any debt security) of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSubsidiary.

Company Subsidiaries. As Schedule 3.4 of the date Company Disclosure Schedule sets forth a list of each Company Subsidiary; its authorized, issued and outstanding capital stock or other equity interests; the percentage of such capital stock or other equity interests owned by the Company or any Company Subsidiary, and the identity of such owner; the capital stock reserved for future issuance pursuant to outstanding options or other agreements; and the identity of all parties to any such option or other agreement. Each Subsidiary of the Company is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary. All of the outstanding shares of capital stock or other ownership interests in each of the Company's Subsidiaries have been validly issued, and are fully paid, nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all pledges, claims, options, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, ALiens"), and are not subject to preemptive rights created by statute, such Subsidiary's articles of incorporation or bylaws or equivalent organizational documents or any agreement to which such Subsidiary is a party. As used in this Agreement, the Company has Previously Disclosed a trueASubsidiary" of any person means another person, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements an amount of the Company voting securities, other voting ownership or has the power voting partnership interests of which is sufficient to elect at least a majority of the its board of directors or other persons performing similar functions governing body (eachor, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and if there are no contractssuch voting interests, commitments, understandings 50% or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts more of the Bank are insured equity interests) and of which is owned directly or indirectly by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Banksuch person.

Company Subsidiaries. As (a) All of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable, as applicable, and are owned by the Company, by a Company Subsidiary or by the Company and a Company Subsidiary, as applicable, free and clear of all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities Laws or as set forth in their respective organizational documents made available to Parent. Except as set forth in this Section 5.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (ii) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from such Company Subsidiary, or any other obligation of such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary or (iii) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. Section 5.02(a) of the Company Disclosure Letter contains a complete and accurate list as of the date of this Agreement of each of the Company Subsidiaries and their respective jurisdictions of organization and for each Company Subsidiary that is not, directly or indirectly, wholly owned by the Company, (1) the number and type of any capital stock of, or description of other equity or voting interests in, such Company Subsidiary that is outstanding as of the date of this Agreement and (2) the number and type of shares of capital stock of, or description of other equity or voting interests in, such Subsidiary that, as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Companyare owned, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with by the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”)Company. Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Each Company Subsidiary is or may be required to be issued by reason not in violation of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares the provisions of its capital stock or other interest, or respective organizational documents in any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankmaterial respect.

Company Subsidiaries. As of the date of this Agreement, the The Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements all of its subsidiaries as of the Company or has the power to elect a majority date of the board of directors or other persons performing similar functions this Agreement (eachindividually, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for , and all shares of the outstanding capital stock of each of the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, are owned directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liensindirectly by the Company. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other intereststock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. All of the issued and outstanding shares of capital stock (or equivalent interests of entities other than corporations) of each of the Company Subsidiaries are duly authorized and validly issued, fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of any lien, adverse right or claim, charge, option, pledge, covenant, title defect, security interest or other encumbrances of any kind (“Liens”) with respect thereto. Neither the Company nor any of the Company Subsidiaries is a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, or shareholders agreement with respect to the sale or voting of any securities of any Company Subsidiary. Each Company Subsidiary is an entity duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of organization, and has corporate or other appropriate organizational power and authority to own or lease its properties and assets and to carry on its business as it is now being conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except in respect of the Company Subsidiaries, the Company does not own beneficially, directly or indirectly, 5% or more of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. The Company Bank is duly organized and validly existing as a Maryland trust company and its deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, Act and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions)due. The Company beneficially owns all has furnished or made available to the Investor, prior to the date hereof, true, correct and complete copies of the outstanding capital securities of, charter and has sole control of, bylaws of the BankCompany Bank as amended through the date of this Agreement.

Company Subsidiaries. As (a) Each Company Subsidiary is a corporation, and each such Subsidiary is duly organized, validly existing, and is in good standing under the Laws of the date jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease, and operate its material Assets and to carry on its business as now conducted. Each Company Subsidiary is duly qualified or licensed to transact business as a foreign entity in good standing in the States of this Agreementthe United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, the Company has Previously Disclosed a true, complete and correct list of each entity except for jurisdictions in which the Companyfailure to be so qualified or licensed would not reasonably be expected to have, directly individually or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements aggregate, a Company Material Adverse Effect. Section 5.4 of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner Disclosure Memorandum sets forth all jurisdictions in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in which each Company Subsidiary free is qualified to transact business as a foreign corporation. Company has no Subsidiaries other than those set forth in Section 5.4 of the Company Disclosure Memorandum. Company or one of its Subsidiaries owns the amount of the issued and clear outstanding shares of any capital stock (or other equity interests) of each Subsidiary as set forth in Section 5.4 of the Company Disclosure Memorandum and all Lienssuch shares are the sole outstanding shares of capital stock of such Subsidiaries. No capital stock (or other equity security interests) of any Company Subsidiary is or may be become required to be issued (other than to another Company Entity) by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company SubsidiaryEquity Rights, and there are no contracts, commitments, understandings or arrangements Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other interest, equity interests) or Equity Rights or by which any option, warrant Company Entity is or right may be bound to purchase or acquire transfer any additional shares of its the capital stockstock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). The deposit accounts There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the Bank capital stock (or other equity interests) of any Company Subsidiary. No Company Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each Company Subsidiary held by a Company Entity are insured fully paid and nonassessable under the applicable Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, Company Entity free and the rules and regulations clear of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankLien.

Company Subsidiaries. As Company has disclosed in Section 5.4 of the date Company Disclosure Memorandum each of this Agreement, the Company has Previously Disclosed Subsidiaries that is a truecorporation (identifying its jurisdiction of incorporation, complete each jurisdiction in which it is qualified and/or licensed to transact business, and correct list the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Company Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Company or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each entity Company Subsidiary. Except as set forth in which Section 5.4 of the CompanyCompany Disclosure Memorandum, directly or indirectly, owns sufficient no Company Entity holds any shares of capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner Equity Rights in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liensother Person. No capital stock (or other equity security interest) of any Company Subsidiary is or may be become required to be issued (other than to another Company Entity) by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company SubsidiaryEquity Rights, and there are no contracts, commitments, understandings or arrangements Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other interest, equity interests) or Equity Rights or by which any option, warrant Company Entity is or right may be bound to purchase or acquire transfer any additional shares of its the capital stockstock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). The deposit accounts There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the Bank capital stock (or other equity interests) of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each material Company Subsidiary held by a Company Entity are insured fully paid and nonassessable under the applicable Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance ActCompany Entity free and clear of any Lien. Each material Company Subsidiary is a corporation, as amendedlimited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and in good standing under the rules and regulations Laws of the FDIC thereunder, and all premiums and assessments required to be paid jurisdiction in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities ofwhich it is incorporated or organized, and has sole control ofthe power and authority necessary for it to own, lease, and operate its Assets and to carry on its business as now conducted. Each Company Subsidiary is duly qualified or licensed to transact business as a foreign entity in good standing in the BankStates of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The minute book and other organizational documents for each material Company Subsidiary have been made available to Parent for its review and are correct and complete in all material respects as in effect as of the date of this Agreement, and accurately reflect in all material respects all amendments thereto and all proceedings of the respective boards of directors and stockholders thereof. Except as set forth on Section 5.4 of the Company Disclosure Memorandum, there are no outstanding contractual obligations of Company or any of the Company Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any of the Company Subsidiaries or any other Person.

Company Subsidiaries. As (a) All of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by a Company Subsidiary or by the Company and a Company Subsidiary (except, in the case of the Company Subsidiaries set forth on Section 5.02(a) of the Company Disclosure Letter, for de minimis equity interests held by another Person as required under applicable Law of jurisdictions outside the United States), free and clear of all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 5.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from such Company Subsidiary, or any other obligation of such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary or (z) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. Section 5.02(a) of the Company Disclosure Letter contains a complete and accurate list as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list Agreement of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% their respective jurisdictions of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously DisclosedSubsidiaries, the Company does not own beneficially or controlbeneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangementventure. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”,” and upon the consummation of the Merger Transactions, the Surviving Bank and each entity specified in Part II of Section 2.2(b) of the Disclosure Schedules will be deemed a Company Subsidiary). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements Section 4.2 of the Company or has the power to elect a majority Disclosure Letter lists each of the board Company’s direct and indirect Subsidiaries, together with their jurisdiction of directors incorporation or organization, as applicable, all jurisdictions in which they are so qualified to conduct business and all names other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”)than their legal names under which they do business. Except for as set forth on Section 4.2 of the Company Subsidiaries and as Previously DisclosedDisclosure Letter, the Company does not own beneficially or controlnot, and has never, directly or indirectlyindirectly own or hold any equity or other securities (whether equity or debt), more than 5% of any class of equity securities interests, investments, participations, options, warrants or similar rights in any Person (including securities convertible into or exchangeable for interests in any other Person). Each of any corporationthe Company’s Subsidiaries is duly incorporated or organized (as applicable), bankvalidly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (as applicable) and, except as would not be material to such Subsidiary, has all requisite power and authority to own, lease and operate its assets, rights and properties and to carry on its business trustas it is now being conducted. Each of the Company’s Subsidiaries is duly licensed, association qualified to do business and in good standing in each jurisdiction in which the ownership of its property or similar organizationassets or the character of its activities requires it to be so licensed, and is qualified or in good standing, except where the failure to be so licensed or qualified or in good standing would not, directly individually or indirectlyin the aggregate, a partner reasonably be expected to be material to such Subsidiary. Complete and correct copies of the Governance Documents (or other comparable instruments relating to governance with different names) of each of the Company’s Subsidiaries as amended and currently in effect, have been made available to Parent or its representatives. None of the Company’s Subsidiaries is in violation in any general partnership material respect of its Governance Documents. Section 4.2 of the Company Disclosure Letter lists all of the issued and outstanding, or party to any joint venture served for issuance, shares, securities, options, warrants, participations, purchase rights, conversion rights, exchange rights, interest (whether equity or debt) or other similar arrangement. The Company owns, directly or indirectlyrights of each of the Company’s Subsidiaries, all of its interests in each which (i) are held and beneficially owned by the Company Subsidiary free and clear of any all Liens (other than Liens arising pursuant to applicable securities laws), (ii) have been duly authorized and all Liens. No equity security validly issued and are fully paid and nonassessable, (iii) have not been issued in violation of any Company Subsidiary is preemptive or may be required to be similar rights, and (iv) have been issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest in compliance with applicable Law and the Governance Documents of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As Schedule 2.1(d) sets forth, as of the date of this Agreement, each Subsidiary of the Company has Previously Disclosed a trueand its jurisdiction of organization or formation. All issued and outstanding shares of capital stock, complete and correct list limited liability company interests or Equity Interests (as applicable) of each entity of the Company’s Subsidiaries are (i) duly authorized, validly issued, fully paid and (in the case of any Subsidiary which is a corporation) nonassessable, and (ii) owned beneficially and of record directly or indirectly by the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any all Encumbrances, except for restrictions on transfer under state and federal securities Laws. Each such Subsidiary of the Company is duly organized or formed, validly existing and, to the extent such concept is recognized, in good standing under the Laws of the jurisdiction of its organization or formation. Each Subsidiary of the Company is qualified or otherwise authorized to act as a foreign entity and, to the extent such concept is recognized, is in good standing under the Laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except where the failure to be so qualified or otherwise authorized or in good standing would not reasonably be expected to have a Material Adverse Effect. Each Subsidiary of the Company has all Liensrequisite corporate, limited liability company or other entity (as applicable) power and authority to own, lease, use and operate its property and assets and to carry on its business as now conducted. No equity security There are no (i) authorized or outstanding securities of any Company Subsidiary is of the Subsidiaries convertible into or may be required to be issued by reason of exchangeable for, no options or warrants, or other rights, arrangements, agreements or commitments giving any option, warrant, scrip, preemptive right, Person any right to subscribe to, gross-up right, call for or commitment of any character whatsoever relating toacquire from, or security providing for the issuance or right convertible intosale of, shares of any capital stock or other ownership interest in, or any other securities of, or Equity Interest of, any Subsidiary, (ii) voting trusts, proxies or other agreements among the Subsidiaries’ stockholders with respect to the voting, acquisition, disposition, registration or transfer of such the Subsidiaries’ capital stock or other ownership interest or Equity Interest, or (iii) outstanding obligations of any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests or Equity Interest in any Subsidiary or to provide funds to, or make any investment in any other Person. There are no outstanding or authorized stock or equity appreciation rights, phantom stock rights, or other phantom equity related instruments, profit participation or similar rights with respect to any Subsidiary. The Company Subsidiaryhas made available to Parent true, correct and complete copies of the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each of its Subsidiaries, in each case in full force and effect as of the date of this Agreement. The Company’s Subsidiaries are not in material violation of their respective organizational or governing documents. Other than with respect to the Subsidiaries of the Company, the Company and its Subsidiaries do not own or hold the right to acquire any equity securities, or voting interests (including voting debt) of, or securities exchangeable or exercisable therefor, or investments in, any other Person. Other than as set forth in Section 2.1(c), in Schedule 2.1(c) or, after the date hereof, to the extent expressly permitted by Section 4.1, no Subsidiary has issued or outstanding Equity Interests, and there are no contractsagreements, commitmentsoptions, understandings warrants, convertible or exchangeable securities, preemptive rights, repurchase rights, calls, rights of first refusal, rights of first offer, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, equity-based compensation or other commitments or other rights or arrangements by existing or outstanding to which any Company Subsidiary is bound to issue additional shares a party that provide for the sale or issuance of its capital stock any Equity Interests of any Subsidiary or other interestany securities that are convertible into, or exercisable or exchangeable for, or giving any option, warrant or Person a right to purchase subscribe for or acquire acquire, any additional shares Equity Interests of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amendedany Subsidiary, and the rules and regulations of the FDIC thereunderno securities or obligations evidencing such rights are authorized, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankissued or outstanding.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously DisclosedSubsidiaries, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and and, except as Previously Disclosed, is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As The Company has disclosed in Section 2.5 of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of Disclosure Schedule each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company Subsidiaries that is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified or has licensed to transact business, and the power to elect a majority number of shares owned and percentage ownership interest represented by such share ownership) and each of the board of directors Company Subsidiaries that is a general or limited partnership, limited liability company, or other persons performing similar functions non-corporate entity (eachidentifying the form of organization and the law under which such entity is organized, a “Company Subsidiary” andeach jurisdiction in which it is qualified or licensed to transact business, collectively, and the “Company Subsidiaries”amount and nature of the ownership interest therein). Except for as disclosed in Section 2.5 of the Company Subsidiaries and as Previously DisclosedDisclosure Schedule, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in the issued and outstanding shares of capital stock (or other equity interests) of each Company Subsidiary free and clear of any and all LiensSubsidiary. No capital stock (or other equity security interest) of any Company Subsidiary is or may be become required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiaryrights, and there are no contracts, commitments, understandings or arrangements contracts by which any Company Subsidiary is bound to issue additional shares of its capital stock (or other interest, equity interests) or rights or by which any option, warrant Company Subsidiary is or right may be bound to purchase or acquire transfer any additional shares of its the capital stockstock (or other equity interests) of any Company Subsidiary. The deposit accounts There are no contracts relating to the rights of any Company Subsidiary to vote or to dispose of any shares of the Bank capital stock (or other equity interests) of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each Company Subsidiary are insured fully paid and nonassessable (except as provided in 12 U.S.C. Sec.55 with respect to the Bank) and are owned directly or indirectly by the Federal Deposit Insurance Corporation (“FDIC”) to Company free and clear of any lien. Except as disclosed in Section 2.5 of the fullest extent permitted by the Federal Deposit Insurance ActDisclosure Schedule, as amendedeach Company Subsidiary is a national banking association, corporation, limited liability company, limited partnership or limited liability partnership, and each such Company Subsidiary is duly organized, validly existing, and in good standing under the rules and regulations laws of the FDIC thereunder, and all premiums and assessments required to be paid jurisdiction in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities ofwhich it is incorporated or organized, and has sole control ofthe corporate or entity power and authority necessary for it to own, lease, and operate its assets and to carry on its business as now conducted. Each Company Subsidiary is duly qualified or licensed to transact business as a foreign entity in good standing in the BankStates of the United States and foreign jurisdictions where the character of its assets or the nature or conduct of its business requires it to be so qualified or licensed.

Company Subsidiaries. As (a) The Company has delivered or made available to Parent a complete and accurate list as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list Agreement of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosedtheir respective jurisdictions of organization. All of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by a Company Subsidiary or by the Company does and a Company Subsidiary, free and clear of all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 4.02(a), there are not own beneficially issued, reserved for issuance or controloutstanding, directly and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or indirectlysell, more than 5% or cause to be issued, delivered or sold, (x) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from such Company Subsidiary, or any other obligation of such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary or (z) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or voting securities of, or other interest of equity interests in, such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any the value of such Company Subsidiary is bound to issue additional or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of its capital stock of or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital voting securities of, and has sole control ofor other equity interests in, the Banksuch Company Subsidiary.

Company Subsidiaries. As of the date of this Agreement, the (1) The Company has Previously Disclosed a true, complete and correct list of each entity all the Company Subsidiaries, including the states in which the Companysuch Company Subsidiaries are organized, directly or indirectlya brief description of such Company Subsidiaries' principal activities, owns sufficient capital stock or holds a sufficient equity or similar interest and if any of such that it Company Subsidiaries is consolidated with the Company in the financial statements of not wholly-owned by the Company or has a Company Subsidiary, the power to elect a majority of percentage owned by the board of directors Company or any Company Subsidiary and the names, addresses and percentage ownership by any other individual or corporation, partnership, joint venture, business trust, limited liability corporation or partnership, association or other persons performing similar functions organization (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”"Business Entity"). Except for No equity securities of any of the Company Subsidiaries and are or may become required to be issued (other than to the Company or a wholly-owned Company Subsidiary) by reason of any Rights with respect thereto. Except as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any of the Company Subsidiary Subsidiaries is or may be bound to sell or otherwise issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock, and there are no contracts, commitments, understandings or arrangements relating to the rights of the Company to vote or to dispose of such shares. All of the shares of capital stock of each Company Subsidiary are fully paid and nonassessable and subject to no preemptive rights and, except as Previously Disclosed, are owned by the Company or a Company Subsidiary free and clear of any liens, encumbrances, charges, security interests, restrictions (including restrictions on voting rights or rights of disposition), defaults, or equities of any character or claims or third party rights of whatever nature (collectively, "Liens"). Each Company Subsidiary is in good standing under the laws of the jurisdiction in which it is incorporated or organized, and is duly qualified to do business and in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be duly qualified is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.term "