Common use of Purchaser Subsidiaries Clause in Contracts

Purchaser Subsidiaries. PURCHASER has Previously Disclosed all of ---------------------- the PURCHASER Subsidiaries as of the date of this Agreement. PURCHASER owns all of the issued and outstanding shares of capital stock of each PURCHASER Subsidiary. No equity securities of any PURCHASER Subsidiary are or may become required to be issued (other than to a PURCHASER Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any PURCHASER Subsidiary is bound to issue (other than to a PURCHASER Company) additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock or by which any PURCHASER Company is or may be bound to transfer any shares of the capital stock of any PURCHASER Subsidiary (other than to a PURCHASER Company). There are no Contracts relating to the rights of any PURCHASER Company to vote or to dispose of any shares of the capital stock of any PURCHASER Subsidiary. All of the shares of capital stock of each PURCHASER Subsidiary held by a PURCHASER Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company free and clear of any Lien. Each PURCHASER Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Material Adverse Effect on PURCHASER. Each PURCHASER Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.

Purchaser Subsidiaries. PURCHASER has Previously Disclosed all of ---------------------- the PURCHASER The Purchaser Subsidiaries are as of the date of this Agreementset forth in Purchaser’s SEC Documents. PURCHASER Purchaser owns all of the issued and outstanding shares of capital stock of each PURCHASER Purchaser Subsidiary. No equity securities of any PURCHASER Purchaser Subsidiary are or may become required to be issued (other than to a PURCHASER Purchaser Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any PURCHASER Purchaser Subsidiary is bound to issue (other than to a PURCHASER Purchaser Company) additional shares of its capital stock or options, warrants, warrants or rights to purchase or acquire any additional shares of its capital stock or by which any PURCHASER Purchaser Company is or may be bound to transfer any shares of the capital stock of any PURCHASER Purchaser Subsidiary (other than to a PURCHASER Purchaser Company). There are no Contracts relating to the rights of any PURCHASER Purchaser Company to vote or to dispose of any shares of the capital stock of any PURCHASER Purchaser Subsidiary. All of the shares of capital stock of each PURCHASER Purchaser Subsidiary held by a PURCHASER Purchaser Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Purchaser Company free and clear of any Lien. Each PURCHASER Purchaser Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Purchaser Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Material Adverse Effect on PURCHASERPurchaser. Each PURCHASER Purchaser Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.

Purchaser Subsidiaries. PURCHASER has Previously Disclosed ---------------------- all of ---------------------- the PURCHASER Subsidiaries as of the date of this Agreement. PURCHASER owns all of the issued and outstanding shares of capital stock of each PURCHASER Subsidiary. No equity securities of any PURCHASER Subsidiary are or may become required to be issued (other than to a PURCHASER Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any PURCHASER Subsidiary is bound to issue (other than to a PURCHASER Company) additional shares of its capital stock or options, warrants, warrants or rights to purchase or acquire any additional shares of its capital stock or by which any PURCHASER Company is or may be bound to transfer any shares of the capital stock of any PURCHASER Subsidiary (other than to a PURCHASER Company). There are no Contracts relating to the rights of any PURCHASER Company to vote or to dispose of any shares of the capital stock of any PURCHASER Subsidiary. All of the shares of capital stock of each PURCHASER Subsidiary held by a PURCHASER Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company free and clear of any Lien. Each PURCHASER Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Material Adverse Effect on PURCHASER. Each PURCHASER Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.

Purchaser Subsidiaries. PURCHASER has Previously Disclosed Section 5.7 of the Purchaser Disclosure Schedule sets forth with respect to each Subsidiary (i) its jurisdiction of incorporation, (ii) each jurisdiction in which it is qualified to do business as a foreign corporation, (iii) its authorized, issued and outstanding shares of capital stock, and (iv) the holder or holders of all of ---------------------- its issued and outstanding shares of capital stock. Each Subsidiary of Purchaser is a corporation duly organized, validly existing and in good standing under the PURCHASER Subsidiaries laws of its jurisdiction of incorporation and has full authority and corporate power to conduct its business as it is presently being conducted. Each Subsidiary of Purchaser is duly qualified to do business, and in good standing, in each jurisdiction where the nature of its properties or business requires such qualification, except for failures to be so qualified which could not, individually or in the aggregate, have Material Adverse Effect on Purchaser and its Subsidiaries. Except as accurately disclosed in Section 5.7 of the date of this Agreement. PURCHASER owns Purchaser Disclosure Schedule, all of the issued and outstanding shares of capital stock of each PURCHASER SubsidiarySubsidiary of Purchaser are validly issued, fully paid and nonassessable and are owned of record and beneficially by Purchaser or a wholly owned direct or indirect Subsidiary of Purchaser. No equity securities Except as set forth in Section 5.7 of any PURCHASER Subsidiary the Purchaser Disclosure Schedule, there are no preemptive rights or may become required to be issued (other than to a PURCHASER Company) by reason of any outstanding subscriptions, options, warrants, scrip, rights to subscribe to, calls, rights, convertible securities, obligations to make capital contributions or advances, voting trust arrangements, shareholders' agreements or other agreements, commitments of any character whatsoever or understandings relating to, or securities or rights convertible into or exchangeable for, shares of to the issued and outstanding capital stock of any such Subsidiary, and there are no Contracts by which any PURCHASER Subsidiary is bound to issue (other than to a PURCHASER Company) additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock or by which any PURCHASER Company is or may be bound to transfer any shares Purchaser. Except as described in Section 5.7 of the capital stock of Purchaser Disclosure Schedule, Purchaser does not, directly or indirectly, have any PURCHASER Subsidiary (other than to a PURCHASER Company). There are no Contracts relating to the rights of equity investment in any PURCHASER Company to vote or to dispose of any shares of the capital stock of any PURCHASER Subsidiary. All of the shares of capital stock of each PURCHASER Subsidiary held by a PURCHASER Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company free and clear of any Lien. Each PURCHASER Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated partnership or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its joint venture or other business as now conducted. Each PURCHASER Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Material Adverse Effect on PURCHASER. Each PURCHASER Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunderentity.

Purchaser Subsidiaries. PURCHASER has Previously Disclosed all Purchaser or one of ---------------------- the PURCHASER its wholly owned Subsidiaries as of the date of this Agreement. PURCHASER owns all of the issued and outstanding shares of capital stock (or other equity interests) of each PURCHASER Purchaser Subsidiary. No capital stock (or other equity securities interest) of any PURCHASER Purchaser Subsidiary are is or may become required to be issued (other than to a PURCHASER Companyanother Purchaser Entity) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such SubsidiaryEquity Rights, and there are no Contracts by which any PURCHASER Purchaser Subsidiary is bound to issue (other than to a PURCHASER Companyanother Purchaser Entity) additional shares of its capital stock (or options, warrants, other equity interests) or rights to purchase or acquire any additional shares of its capital stock Equity Rights or by which any PURCHASER Company Purchaser Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any PURCHASER Purchaser Subsidiary (other than to a PURCHASER Companyanother Purchaser Entity). There are no Contracts relating to the rights of any PURCHASER Company Purchaser Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any PURCHASER Purchaser Subsidiary. All of the shares of capital stock (or other equity interests) of each PURCHASER Purchaser Subsidiary held by a PURCHASER Company Purchaser Entity are fully paid and (except pursuant to 12 U.S.C. Section 55 in the case of national banks and comparable, applicable state Law, if any, in the case of state depository institutions) nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company Purchaser Entity free and clear of any Lien. Each PURCHASER Purchaser Subsidiary is either a bank bank, a Delaware Statutory Trust, a Connecticut Statutory Trust, or a corporation, and each such Purchaser Subsidiary is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Purchaser Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Material Adverse Effect on PURCHASERPurchaser. Each PURCHASER Purchaser Subsidiary that is a depository institution is an “insured institution institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.

Purchaser Subsidiaries. PURCHASER has Previously Disclosed all Purchaser or one of ---------------------- the PURCHASER its wholly owned Subsidiaries as of the date of this Agreement. PURCHASER owns all of the issued and outstanding shares of capital stock (or other equity interests) of each PURCHASER Purchaser Subsidiary. No capital stock (or other equity securities interest) of any PURCHASER Purchaser Subsidiary are is or may become required to be issued (other than to a PURCHASER Companyanother Purchaser Entity) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such SubsidiaryEquity Rights, and there are no Contracts by which any PURCHASER Purchaser Subsidiary is bound to issue (other than to a PURCHASER Companyanother Purchaser Entity) additional shares of its capital stock (or options, warrants, other equity interests) or rights to purchase or acquire any additional shares of its capital stock Equity Rights or by which any PURCHASER Company Purchaser Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any PURCHASER Purchaser Subsidiary (other than to a PURCHASER Companyanother Purchaser Entity). There are no Contracts relating to the rights of any PURCHASER Company Purchaser Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any PURCHASER Purchaser Subsidiary. All of the shares of capital stock (or other equity interests) of each PURCHASER Purchaser Subsidiary held by a PURCHASER Company Purchaser Entity are fully paid and (except pursuant to 12 U.S.C. Section 55 in the case of national Banks and comparable, applicable state Law, if any, in the case of state depository institutions) nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company Purchaser Entity free and clear of any Lien. Each PURCHASER Purchaser Subsidiary is either a bank bank, a Delaware Statutory Trust, or a corporation, and each such Purchaser Subsidiary is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Purchaser Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Material Adverse Effect on PURCHASERPurchaser. Each PURCHASER Purchaser Subsidiary that is a depository institution is an “insured institution institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.

Purchaser Subsidiaries. PURCHASER has Previously Disclosed all of ---------------------- SCHEDULE 4.02 to this Agreement sets forth each Purchaser Subsidiary and the PURCHASER Subsidiaries as ownership interest therein of the date of this AgreementPurchaser. PURCHASER owns Except as set forth on SCHEDULE 4.02, all of the issued and outstanding shares of capital stock of each PURCHASER Purchaser Subsidiary that is a corporation have been validly issued and are fully paid and nonassessable, are owned by the Purchaser or by another Purchaser Subsidiary free and clear of all Encumbrances and all equity interests in each Purchaser Subsidiary that is a partnership, joint venture, limited liability company or trust are owned by the Purchaser, by another Purchaser Subsidiary. No equity securities of any PURCHASER Subsidiary are or may become required to be issued (other than to a PURCHASER Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating toby the Purchaser and another Purchaser Subsidiary, or securities by two or rights convertible into or exchangeable for, shares more Purchaser Subsidiaries free and clear of all Encumbrances. Except for the capital stock of any such Subsidiaryor other equity or ownership interests in the Purchaser Subsidiaries, and there are no Contracts by which except as set forth on SCHEDULE 4.02, the Purchaser does not own, directly or indirectly, any PURCHASER Subsidiary is bound to issue (other than to a PURCHASER Company) additional shares of its capital stock or options, warrants, or rights to purchase or acquire other ownership interest in any additional shares Person. Each Purchaser Subsidiary that is a corporation is duly incorporated and validly existing under the laws of its capital stock or by which any PURCHASER Company is or may be bound to transfer any shares jurisdiction of the capital stock of any PURCHASER Subsidiary (other than to a PURCHASER Company). There are no Contracts relating to the rights of any PURCHASER Company to vote or to dispose of any shares of the capital stock of any PURCHASER Subsidiary. All of the shares of capital stock of each PURCHASER Subsidiary held by a PURCHASER Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company free and clear of any Lien. Each PURCHASER Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, incorporation and has the requisite corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now being conducted, and each Purchaser Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each PURCHASER Purchaser Subsidiary is duly qualified or licensed to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the States nature of its business or the United States and foreign ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the character of its Assets or the nature or conduct of its business requires it failure 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, would not have a Purchaser Material Adverse Effect on PURCHASEREffect. Each PURCHASER Subsidiary that is a depository institution is an insured institution True, complete and correct copies of the articles of incorporation, bylaws, organization documents and partnership and joint venture agreements of each Purchaser Subsidiary, as defined in amended to the Federal Deposit Insurance Act and applicable regulations thereunderdate of this Agreement, have been previously delivered or made available to Purchaser.

Purchaser Subsidiaries. PURCHASER has Previously Disclosed all of The Purchaser Subsidiaries are as ---------------------- the PURCHASER Subsidiaries as of the date of this Agreementset forth in Purchaser's SEC Documents. PURCHASER Purchaser owns all of the issued and outstanding shares of capital stock of each PURCHASER Purchaser Subsidiary. No equity securities of any PURCHASER Purchaser Subsidiary are or may become required to be issued (other than to a PURCHASER Purchaser Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any PURCHASER Purchaser Subsidiary is bound to issue (other than to a PURCHASER Purchaser Company) additional shares of its capital stock or options, warrants, warrants or rights to purchase or acquire any additional shares of its capital stock or by which any PURCHASER Purchaser Company is or may be bound to transfer any shares of the capital stock of any PURCHASER Purchaser Subsidiary (other than to a PURCHASER Purchaser Company). There are no Contracts relating to the rights of any PURCHASER Purchaser Company to vote or to dispose of any shares of the capital stock of any PURCHASER Purchaser Subsidiary. All of the shares of capital stock of each PURCHASER Purchaser Subsidiary held by a PURCHASER Purchaser Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Purchaser Company free and clear of any Lien. Each PURCHASER Purchaser Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Purchaser Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Material Adverse Effect on PURCHASERPurchaser. Each PURCHASER Purchaser Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.

Purchaser Subsidiaries. PURCHASER has Previously Disclosed all of ---------------------- the PURCHASER Subsidiaries Except as set forth in Section 6.4 of the date Purchaser Disclosure Memorandum, Purchaser or one of this Agreement. PURCHASER its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each PURCHASER Purchaser Subsidiary. No capital stock (or other equity securities interest) of any PURCHASER Purchaser Subsidiary are is or may become required to be issued (other than to a PURCHASER Companyanother Purchaser Entity) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such SubsidiaryEquity Rights, and there are no Contracts by which any PURCHASER Purchaser Subsidiary is bound to issue (other than to a PURCHASER Companyanother Purchaser Entity) additional shares of its capital stock (or options, warrants, other equity interests) or rights to purchase or acquire any additional shares of its capital stock Equity Rights or by which any PURCHASER Company Purchaser Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any PURCHASER Purchaser Subsidiary (other than to a PURCHASER Companyanother Purchaser Entity). There are no Contracts relating to the rights of any PURCHASER Company Purchaser Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any PURCHASER Purchaser Subsidiary. All of the shares of capital stock (or other equity interests) of each PURCHASER Purchaser Subsidiary held by a PURCHASER Company Purchaser Entity are fully paid and (except pursuant to 12 U.S.C. Section 55) nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company Purchaser Entity free and clear of any Lien. Each PURCHASER Purchaser Subsidiary is either a bank or bank, a corporation, a statutory trust or a limited liability company, and each such Purchaser Subsidiary is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Purchaser Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Purchaser Material Adverse Effect on PURCHASER. Each PURCHASER Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunderEffect.

Purchaser Subsidiaries. PURCHASER The Purchaser has Previously Disclosed all of ---------------------- the PURCHASER Subsidiaries as subsidiaries listed on Schedule 3.5 to the Purchaser Disclosure Schedules (the “Purchaser Subsidiaries” or a “Purchaser Subsidiary”). Each of the date Purchaser Subsidiaries is an entity duly organized, validly existing and in corporate and tax good standing under the laws of this Agreementthe jurisdiction of its organization and each jurisdiction in which it conducts business for which such existence and good standing are required. PURCHASER owns all None of the Purchaser Subsidiaries is in default under or in violation of any provision of its charter, bylaws or other organizational documents. All of the issued and outstanding shares of capital stock of each PURCHASER SubsidiaryPurchaser Subsidiary are duly authorized, validly issued, fully-paid, non-assessable and free of preemptive rights. No equity securities All shares of each Purchaser Subsidiary are owned by the Purchaser free and clear of any PURCHASER Subsidiary are or may become required to be issued restrictions on transfer (other than to a PURCHASER Company) by reason of any restrictions under the Securities Act and state securities laws), claims, Security Interests, options, warrants, scriprights, rights to subscribe tocontracts, calls, or commitments of any character whatsoever relating tocommitments, or securities or rights convertible into or exchangeable forequities and demands. Except as disclosed in the SEC Reports referred to in Section 3.6 below, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any PURCHASER Subsidiary is bound to issue (other than to a PURCHASER Company) additional shares of its capital stock outstanding or authorized options, warrants, rights, agreements or rights commitments to purchase which the Purchaser or acquire any additional shares Purchaser Subsidiary is a party or which are 24 binding on any of its capital stock them providing for the issuance, disposition or by which acquisition of any PURCHASER Company is or may be bound to transfer any shares of the capital stock of any PURCHASER the Purchaser or such Purchaser Subsidiary (other than to a PURCHASER Companyexcept as contemplated by this Agreement). There are no Contracts relating outstanding stock appreciation, phantom stock or similar rights with respect to any Purchaser Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the rights voting of any PURCHASER Company to vote or to dispose of any shares of the capital stock of any PURCHASER Purchaser Subsidiary. All of the shares of capital stock of each PURCHASER Subsidiary held by a PURCHASER Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company free and clear of any Lien. Each PURCHASER Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States 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 Material Adverse Effect on PURCHASER. Each PURCHASER Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.