OWNERSHIP OF THE BANK. The Bank is the only Subsidiary of the Company and except for (i) 15,000 shares of the Bank's common stock, which constitutes all of the Bank's outstanding Capital Stock, (ii) stock in the Federal Home Loan Bank of San Francisco, and (iii) securities and other interests taken in consideration of debts previously contracted, the Company does not own or have the right to acquire, directly or indirectly, any outstanding Capital Stock or other voting securities or ownership interests of any corporation, bank, savings association, partnership, joint venture or other organization. The outstanding shares of Capital Stock of the Bank have been duly authorized and validly issued, are fully paid and nonassessable, and are directly owned by the Company free and clear of all Liens. No Stock Equivalents are authorized, issued or outstanding with respect to the Capital Stock of the Bank and there are no agreements, understandings or commitments relating to the right of the Company to vote or to dispose of such Capital Stock.
OWNERSHIP OF THE BANK. ICNB owns all of the issued and outstanding shares of capital stock of the Bank. We do not know of any outstanding subscriptions, options, warrants, or rights to acquire any capital stock of the Bank or of any agreement, to which ICNB or the Bank is a party or by which it is bound, to issue capital stock of the Bank.
OWNERSHIP OF THE BANK. Except for (i) its ownership of the Bank Common Stock, (ii) stock in the Federal Home Loan Bank of Atlanta owned by the Bank, (iii) securities and other interests held in a fiduciary capacity by the Bank and beneficially owned by third parties or taken in consideration of debts previously contracted, and (iv) as Previously Disclosed, Group does not own or have the right to acquire, directly or indirectly, any outstanding capital stock or other voting securities or ownership interests of any corporation, bank, savings association, partnership, joint venture or other organization, including but not limited to Cresleigh Bancorp, LLC. The authorized capital stock of the Bank consists of 5,000,000 shares of common stock and no shares of preferred stock. As of the date hereof, there were 2,016,071 shares of the Bank Common Stock outstanding and no shares of the Bank Common Stock are held as treasury shares. The outstanding Bank Common Stock has been duly authorized and validly issued, is fully paid and nonassessable and is directly owned by Group free and clear of all liens, claims, encumbrances, charges, pledges, restrictions or rights of third parties of any kind whatsoever. No Rights are authorized, issued or outstanding with respect to the Bank Common Stock and there are no agreements, understandings or commitments relating to the right of Group to vote or to dispose of such capital stock or other ownership interests. The Bank has no direct or indirect Subsidiaries.
OWNERSHIP OF THE BANK. The only direct or indirect Subsidiary of the Company is the Bank. Except for capital stock of the Bank, securities and other interests held in a fiduciary capacity and benefi- cially owned by third parties or taken in consideration of debts previously contracted and by virtue of the Acquiror Stock Option Agreement, the Company does not own or have the right to acquire, directly or indirectly, any outstanding capital stock or other voting securities or ownership interests of any corpo- ration, bank, savings association, partnership, joint venture or other organization. The outstanding shares of capital stock of the Bank have been duly authorized and validly issued, are fully paid and nonassessable, and are directly owned by the Company free and clear of all liens, claims, encumbrances, charges, pledges, restrictions or rights of third parties of any kind whatsoever. No Rights are authorized, issued or out- standing with respect to the capital stock of the Bank and there are no agreements, understandings or commitments relating to the right of the Company to vote or to dispose of such capi- tal stock.
