Ownership of Subsidiary. All the outstanding shares of the capital stock or other ownership interests in Thrift are validly issued, fully paid, nonassessable and owned beneficially and of record by FFBS or Thrift free and clear of any Encumbrance. There are no outstanding rights to purchase or acquire any capital stock of any FFBS subsidiary and no oral or written agreement, contract, arrangement, understanding, plan or instrument of any kind to which any of FFBS or any of its affiliates is subject with respect to the issuance, voting or sale of issued or unissued shares of the capital stock of Thrift. Except as disclosed in Schedule 6.7 hereto, neither FFBS nor Thrift owns any of the capital stock or other equity securities (including any rights with respect to such securities) of or profit participation in any person or "company" (as defined in Section 10(a)(1)(C) of the HOLA) other than the Federal Home Loan Bank of Dallas and Thrift.
Appears in 3 contracts
Samples: Merger Agreement (FFBS Bancorp Inc), Merger Agreement (FFBS Bancorp Inc), Merger Agreement (NBC Capital Corp)
Ownership of Subsidiary. All the outstanding shares of the capital stock or other ownership interests in Thrift are validly issued, fully paid, nonassessable and owned beneficially and of record by FFBS or Thrift free and clear of any Encumbrance. There are no outstanding rights to purchase or acquire any capital stock of any FFBS subsidiary and no oral or written agreement, contract, arrangement, understanding, plan or instrument of any kind to which any of FFBS or any of its affiliates is subject with respect to the issuance, voting or sale of issued or unissued shares of the capital stock of Thrift. Except as disclosed in Schedule 6.7 hereto, neither FFBS nor Thrift owns any of the capital stock or other equity securities (including any rights with respect to such securities) of or profit participation in any person or "company" (as defined in Section 10(a)(1)(C) of the HOLA) other than the Federal Home Loan Bank of Dallas and Thrift.. B-11
Appears in 1 contract
Samples: Merger Agreement (NBC Capital Corp)