Bank Subsidiaries. The Bank does not own or control, directly or indirectly, any corporation, association or other entity that would constitute a Significant Subsidiary of the Company;
Bank Subsidiaries. (1) Each Subsidiary of the Bank has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted and is duly qualified to do business as a foreign entity in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect. True, complete and correct copies of the Constituent Documents of the Bank’s Subsidiaries, each as in effect as of the date of this Agreement, have been made available to Purchaser.
(2) Seller has Previously Disclosed a list of the type and number of authorized and outstanding equity interests of each of its Subsidiaries, which represents 100 percent of the equity interests in each such Subsidiary (the “Subsidiary Shares”). The Bank has good and marketable title to all of the authorized and outstanding equity interests of each of its Subsidiaries, free and clear of any and all Liens (other than restrictions on transfer which arise under applicable Securities Laws, this Agreement or the other Transaction Documents). There are no outstanding or authorized Rights that would require any of the Bank’s Subsidiaries to issue, sell or otherwise cause to become outstanding any capital stock or other ownership or membership interests of any of the Bank’s subsidiaries. None of the Bank’s Subsidiaries have any commitment to authorize, issue or sell any equity, membership or other ownership interests, and there are no equity, membership or other ownership interests of any of the Bank’s Subsidiaries authorized or reserved for issuance. None of the Subsidiary Shares are subject to, or have been issued in violation of, any preemptive rights. No Voting Debt has been issued by the any of the Bank’s Subsidiaries and is outstanding. The Bank is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of its Subsidiaries. Other than with respect to its Subsidiaries, the Bank does not own or have any interest, direct or indirect, or any commitment to purchase or otherwise acquire, any capital stock or other equity interest, direct or indirect, in any other Person.
Bank Subsidiaries. Except as disclosed in the Prospectus, the Company and its bank subsidiaries (the “Banks”) conduct their respective businesses in compliance in all material respects with all federal, state, local and foreign statutes, laws, rules, regulations, decisions, directives and orders applicable to them (including, without limitation, all regulations and orders of, or agreements with, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency, the Florida Office of Financial Regulation, as applicable, and the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, all other applicable fair lending laws or other laws relating to discrimination and the Banks Secrecy Act and Title III of the USA Patriot Act). The Company has not received any communication from any governmental entity asserting that the Company or any of the Banks is not in compliance with any statute, law, rule, regulation, decision, directive or order. To the knowledge of the Company, none of the Banks has received any communication from any governmental entity asserting that such Bank is not in compliance with any statute, law, rule, regulation, decision, direction or order.
Bank Subsidiaries. Section 1.5(a)
Bank Subsidiaries. SBI owns, directly or indirectly, all of the issued and outstanding shares of capital stock of Farmers First Bank, a bank and trust company organized under the laws of the Commonwealth of Pennsylvania; Farmers & Merchants Bank and Trust, a bank organized under the laws of the State of Maryland; Citizens National Bank of Southern Pennsylvania, a national banking association with headquarters in Greencastle, Pennsylvania; First National Trust Bank, a national banking association with headquarters in Sunbury, Pennsylvania; Williamsport National Bank, a national banking association with headquarters in Williamsport, Pennsylvania; Equity National Bank, a national banking association with headquarters in Marlton, New Jersey; Farmers National Bank, a national banking association with headquarters in Mullica Hill, New Jersey; and Founders' Bank, a bank organized under the laws of the Commonwealth of Pennsylvania (collectively the "Bank Subsidiaries"). All of the issued and outstanding capital stock of the Bank Subsidiaries is duly and validly authorized and issued, fully paid and nonassessable (other than as provided at 12 U.S.C.A. (S)55 with respect to national banks) and is owned by SBI free and clear of any liens, security interests, encumbrances, restrictions on transfer or other rights of any third person with respect thereto. SBI owns, directly or indirectly, all of the issued and outstanding shares of capital stock of Susquehanna Bank, a federal savings bank operating in Maryland. All of the issued and outstanding capital stock of the Susquehanna Bank is duly and validly authorized and issued, free and clear of any liens, security interests, encumbrances, restrictions on transfer or other rights of any third person with respect thereto other than rights of account holders to liquidation accounts maintained by Susquehanna Bank in accordance with the rules of the Office of Thrift Supervision ("OTS"). The Bank Subsidiaries and Susquehanna Bank are the "Material Subsidiaries." There are no options, calls, warrants, conversion privileges or other agreements obligating any Material Subsidiary at present or upon the occurrence of any event to issue or sell any shares of its capital stock. Each of Farmers First Bank, Founders' Bank and Farmers & Merchants Bank and Trust is a bank and trust company duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania or the State of Maryland and is duly authorized to engage in the ...
Bank Subsidiaries. Each Bank Subsidiary of the Company is validly existing as a bank and subsisting under the laws of its jurisdiction of organization, formation or association, as the case may be, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus. To render these opinions, I have made such investigation of law and fact as I deemed necessary. I have not independently verified information obtained from third persons, except as set forth herein. As used in this opinion, the expression “to my knowledge” is based solely upon: (i) my personal knowledge, including knowledge gained through inquiries by me or of others working under my direction in the Company’s Legal Department of representatives of the Company; (ii) the facts stated in the representations and warranties of the Company contained in the Agreement executed by the Executive Vice President and General Counsel and oral and written representations to me of other officers of the Company (including the representations in the Certificate delivered to Barley Xxxxxx LLP and referenced in the opinion of that firm delivered on the date of this letter). Pursuant to Section 5(b)(C) of the Agreement, Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, shall deliver opinions in substantially the following form. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Agreement.
(a) Assuming the Indenture has been duly authorized, executed and delivered by the Company, the Indenture constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(b) Assuming the Securities have been duly authorized and executed by the Company, and when authenticated in accordance with the Indenture and issued and sold as contemplated in the Prospectus, the Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(c) The Indenture has been duly qualified un...
Bank Subsidiaries. 41 Section 4.11 Broker-Dealer Subsidiaries............................................................ 41 Section 4.12 Investment Adviser Subsidiaries; Funds; Clients....................................... 42 Section 4.13 Legal Proceedings..................................................................... 44 Section 4.14 Taxes................................................................................. 44 Section 4.15 Certain Agreements.................................................................... 46 Section 4.16
Bank Subsidiaries. Alliance Bank does not have any Subsidiaries nor own any equity interests in any other Person other than Alliance Delaware Corp., Alliance Financial and Investment Services LLC, and 900 Xxxxx Xxxxxx LLC.
Bank Subsidiaries. Each Bank Subsidiary of the Company is validly existing as a bank and subsisting under the laws of its jurisdiction of organization, formation or association, as the case may be, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus. Pursuant to Section 5(b)(C) of the Agreement, Txxxxxx Xxxxxxxx & Wxxx LLP, counsel for the Company, shall deliver an opinion in substantially the following form. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Agreement.
Bank Subsidiaries. As of the date of this Agreement there are 1,000 shares of issued and outstanding common voting stock in the Guarantor, of which Borrower owns 1,000 shares. As of the date of this Agreement there are 12,753,500 shares of issued and outstanding common voting stock in Sterling Bank, of which the Guarantor owns 12,753,500 shares. Each bank named herein (and each bank hereafter acquired by Borrower) is referred to as a "Bank Subsidiary".
