Common use of 1Corporate Organization Clause in Contracts

1Corporate Organization. (a) KTYB is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is a financial holding company duly registered with the FRB under the BHC Act. KTYB has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted in all material respects. KTYB is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB. As used in this Agreement, the word “Subsidiary” shall have the meaning ascribed to it in Section 2(d) of the BHC Act. True and complete copies of the Articles of Incorporation, as amended, of KTYB (the “KTYB Articles”), and the Bylaws of KTYB, as amended (the “KTYB Bylaws”), as in effect as of the date of this Agreement, have previously been made available by KTYB to SYBT. (b) Except, in the case of clauses (ii) and (iii) only, as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each Subsidiary of KTYB (a “KTYB Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, or local) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all requisite corporate other applicable entity power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any KTYB Subsidiary to pay dividends or distributions except, in the case of a KTYB Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similar regulated entities. Section 3.1(b) of the KTYB Disclosure Schedule sets forth a true and complete list of all KTYB Subsidiaries as of the date hereof.

1Corporate Organization. (a) KTYB SYBT is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is a financial holding company duly registered with the FRB under the BHC Act. KTYB Merger Subsidiary is a corporation duly formed, validly existing and in good standing under the laws of the Commonwealth of Kentucky. Each of SYBT and Merger Subsidiary has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted in all material respects. KTYB Each of SYBT and Merger Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on KTYB. As used in this Agreement, the word “Subsidiary” shall have the meaning ascribed to it in Section 2(d) of the BHC ActSYBT. True and complete copies of the Articles of Incorporation, as amended, of KTYB SYBT (the “KTYB SYBT Articles”), ) and the Bylaws of KTYBSYBT, as amended (the “KTYB SYBT Bylaws”), as in effect as of the date of this Agreement, have previously been made available by KTYB SYBT to SYBTKTYB. (b) Except, in the case of clauses (ii) and (iii) only, as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYBSYBT, each Subsidiary of KTYB SYBT (a “KTYB SYBT Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, or local) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, qualified and (iii) has all requisite corporate other applicable entity power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any KTYB SYBT Subsidiary to pay dividends or distributions except, in the case of a KTYB SYBT Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similar regulated entities. Section 3.1(b) The deposit accounts of each SYBT Subsidiary that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of the KTYB Disclosure Schedule sets forth a true and complete list of all KTYB Subsidiaries as of the date hereof.insurance are pending or threatened. ​

1Corporate Organization. (a) KTYB SouthState is a corporation duly organized, organized and validly existing and in good standing under the laws of the Commonwealth State of Kentucky South Carolina, is a bank holding company duly registered under the BHC Act and is has elected to be treated as a financial holding company duly registered with the FRB under the BHC Act. KTYB SouthState has the corporate power and authority to own own, lease or lease operate all of its properties and assets and to carry on its business as it is now being conducted in all material respects. KTYB SouthState is duly licensed or qualified to do business and in good standing (to the extent such concept (or a similar concept) exists in such jurisdiction) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes licensing such licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB. As used in this Agreement, the word “Subsidiary” shall have the meaning ascribed to it in Section 2(d) of the BHC ActSouthState. True and complete copies of the Articles amended and restated articles of Incorporation, as amended, incorporation of KTYB (the “KTYB Articles”), and the Bylaws of KTYBSouthState, as amended (the “KTYB SouthState Articles”) and the amended and restated bylaws of SouthState, as amended (the “SouthState Bylaws”), in each case, as in effect as of the date of this Agreement, have previously been made available by KTYB SouthState to SYBTIBTX. (b) Except, in the case of clauses (ii) and (iii) only, Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYBSouthState, each Subsidiary of KTYB SouthState (a an “KTYB SouthState Subsidiary”) (i1) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii2) is duly licensed or qualified to do business and and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or localforeign) where its ownership ownership, leasing or leasing operation of property or the conduct of its business requires it to be so qualifiedlicensed or qualified or in good standing, and (iii3) has all requisite corporate other applicable entity power and authority to own own, lease or lease operate its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of SouthState or any KTYB Subsidiary of SouthState to pay dividends or distributions except, in the case of SouthState or a KTYB Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similar similarly regulated entities. SouthState Bank is the only depository institution Subsidiary of SouthState, and the deposit accounts of SouthState Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3.1(b3(y) of the KTYB FDI Act) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. Section 4.1(b) of the SouthState Disclosure Schedule sets forth a true true, correct and complete list of all KTYB Subsidiaries of SouthState as of the date hereof. True and complete copies of the organizational documents of SouthState Bank as in effect as of the date of this Agreement have previously been made available by SouthState to IBTX. There is no person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of SouthState other than the SouthState Subsidiaries.

1Corporate Organization. (a) KTYB Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the Commonwealth State of Kentucky Delaware and is a bank holding company duly registered under the BHC Act that has elected to be treated as a financial holding company duly registered with the FRB under the BHC Act. KTYB Purchaser has the all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted in all material respectsconducted. KTYB Purchaser is duly licensed or qualified to do business and, where such concept is recognized under applicable law, is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB. As used in this Agreement, the word “Subsidiary” shall have the meaning ascribed to it in Section 2(d) of the BHC Act. True and complete copies of the Articles of Incorporation, as amended, of KTYB (the “KTYB Articles”), and the Bylaws of KTYB, as amended (the “KTYB Bylaws”), as in effect as of the date of this Agreement, have previously been made available by KTYB to SYBTPurchaser. (b) Except, in the case of clauses (ii) and (iii) only, as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each Each Subsidiary of KTYB Purchaser (a “KTYB Purchaser Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, or local) where its ownership or leasing each jurisdiction in which the nature of property the business conducted by it or the conduct character or location of its business requires the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualifiedlicensed or qualified or in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Purchaser and (iii) has all requisite corporate other applicable entity power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any KTYB Subsidiary of Purchaser to pay dividends or distributions except, in the case of a KTYB Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similar such regulated entities. The deposit accounts of each Subsidiary of Purchaser that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. Section 3.1(b4.1(b) of the KTYB Purchaser Disclosure Schedule sets forth a true and complete list of all KTYB Subsidiaries of Purchaser as of the date hereof. No Purchaser Subsidiary is materially in violation of any of the provisions of its organizational documents.