Common use of Seller Subsidiaries Clause in Contracts

Seller Subsidiaries. The Seller has no Subsidiaries except as set forth in Section 4.4 of the Seller Disclosure Memorandum and, except as set forth in Section 4.4 of the Seller Disclosure Memorandum, the Seller owns all of the equity interests in each of its Subsidiaries. No capital stock (or other equity interest) of any such Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which any such Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any such Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any such Subsidiary. All of the shares of capital stock (or other equity interests) of each Subsidiary are fully paid and nonassessable and are owned directly or indirectly by the Seller free and clear of any Lien (except, in the case of the Bank, to the extent provided in Section 53- 42 of the North Carolina General Statutes). Each Subsidiary is duly qualified or licensed to transact business as a foreign entity 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 Seller Material Adverse Effect. The minute books and other organizational documents for each Subsidiary have been made available to the Buyer for its review, and, except as disclosed in Section 4.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the board of directors and shareholders thereof.

Seller Subsidiaries. The Seller has no Subsidiaries except as set forth disclosed in Section 4.4 5.4 of the Seller Disclosure Memorandum and, except as set forth in Section 4.4 each of the Seller Disclosure MemorandumSubsidiaries that is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller owns Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the form of organization and the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Seller owns, directly or indirectly, all of the issued and outstanding shares of capital stock (or other equity interests in interests) of each of its SubsidiariesSeller Subsidiary. No capital stock (or other equity interest) of any such Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Equity Rights, and there are no Contracts by which any such Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any such Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any such Seller Subsidiary. All of the shares of capital stock (or other equity interests) of each Seller Subsidiary are validly issued, fully paid and nonassessable and are owned directly or indirectly by the Seller free and clear of any Lien (exceptLien. Each Seller Subsidiary is a bank, corporation, limited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and in good standing under the case Laws of the Bankjurisdiction in which it is incorporated or organized, and has the corporate or entity power and authority necessary for it to the extent provided in Section 53- 42 of the North Carolina General Statutes)own, lease, and operate its Assets and to carry on its business as now conducted. Each Seller Subsidiary is duly qualified or licensed to transact business as a foreign entity 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 Seller Material Adverse Effect. The minute books book and other organizational documents for each Seller Subsidiary have been made available to the Buyer for its review, and, except as disclosed in Section 4.4 of the Seller Disclosure Memorandum, and are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the board Board of directors Directors and shareholders thereof. Except for its interests in Subsidiaries and its ownership of marketable securities, Seller does not own, directly or indirectly, any capital stock, membership interest, partnership interest or other equity interest in any Person. Community Bank of the South is a member in good standing with the Federal Home Loan Bank of Atlanta to transact the business of banking.

Seller Subsidiaries. The Seller has no Subsidiaries except as set forth in Section 4.4 of the Seller Disclosure Memorandum andBank, except as set forth in Section 4.4 of the Seller Disclosure Memorandum, the and Seller owns all of the equity interests in each of its Subsidiariesthe Bank. No capital stock (or other equity interest) of any such Subsidiary the Bank is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which any such Subsidiary the Bank is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any such Subsidiary the Bank (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any such Subsidiarythe Bank. All of the shares of capital stock (or other equity interests) of each Subsidiary the Bank are fully paid and nonassessable and are owned directly or indirectly by the Seller free and clear of any Lien (exceptLien. The Bank is a South Carolina state bank duly organized, validly existing, and in good standing under the case Laws of South Carolina, and has the Bankcorporate or entity power and authority necessary for it to own, lease, and operate its Assets and to the extent provided in Section 53- 42 of the North Carolina General Statutes)carry on its business as now conducted. Each Subsidiary The Bank is duly qualified or licensed to transact business as a foreign entity 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 Seller Material Adverse Effect. The minute books and other organizational documents for each Subsidiary the Bank have been made available to the Buyer for its review, and, except as disclosed in Section 4.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the board of directors and shareholders thereof.

Seller Subsidiaries. The Seller has no Subsidiaries except as set forth in Section 4.4 of the Seller Disclosure Memorandum and, except as set forth in Section 4.4 of the Seller Disclosure Memorandum, the Bank and Seller owns all of the equity interests in each of its Subsidiariesthe Bank. No capital stock (or other equity interest) of any such Subsidiary the Bank is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which any such Subsidiary the Bank is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any such Subsidiary the Bank (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any such Subsidiarythe Bank. All of the shares of capital stock (or other equity interests) of each Subsidiary the Bank are fully paid and nonassessable and are owned directly or indirectly by the Seller free and clear of any Lien (exceptLien. The Bank is a South Carolina state bank duly organized, validly existing, and in good standing under the case Laws of South Carolina, and has the Bankcorporate or entity power and authority necessary for it to own, lease, and operate its Assets and to the extent provided in Section 53- 42 of the North Carolina General Statutes)carry on its business as now conducted. Each Subsidiary The Bank is duly qualified or licensed to transact business as a foreign entity 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 Seller Material Adverse Effect. The minute books and other organizational documents for each Subsidiary the Bank have been made available to the Buyer for its review, and, except as disclosed in Section 4.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the board of directors and shareholders thereof.

Seller Subsidiaries. The Seller has no Subsidiaries except as set forth in Section 4.4 of the Seller Disclosure Memorandum and, except as set forth in Section 4.4 of the Seller Disclosure Memorandum, the Bank and Seller owns all of the equity interests in each of its Subsidiariesthe Bank. No capital stock (or other equity interest) of any such Subsidiary the Bank is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which any such Subsidiary the Bank is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any such Subsidiary the Bank (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any such Subsidiarythe Bank. All of the shares of capital stock (or other equity interests) of each Subsidiary the Bank are fully paid and nonassessable and are owned directly or indirectly by the Seller free and clear of any Lien (exceptLien, except as provided by 12 U.S.C. Section 55. The Bank is a national association duly organized, validly existing, and in good standing under the case of National Bank Act, and has the Bankcorporate or entity power and authority necessary for it to own, lease, and operate its Assets and to the extent provided in Section 53- 42 of the North Carolina General Statutes)carry on its business as now conducted. Each Subsidiary The Bank is duly qualified or licensed to transact business as a foreign entity 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 Seller Material Adverse Effect. The minute books and other organizational documents for each Subsidiary the Bank have been made available to the Buyer for its review, and, except as disclosed in Section 4.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the board of directors and shareholders thereof.

Seller Subsidiaries. The Seller has no Subsidiaries except as set forth in (a) Section 4.4 3.02 of the Seller Disclosure Memorandum and, except as set forth in Letter lists each Seller Subsidiary. Section 4.4 3.02 of the Seller Disclosure Memorandum, Letter sets forth (a) the Seller owns all of the equity interests in each of its Subsidiaries. No authorized capital stock (or other equity interestinterests of each Seller Subsidiary, (b) the number of any such Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which any such Subsidiary is bound to issue (other than to another Seller Entity) additional outstanding shares of its capital stock (or other equity interestsinterests of each Seller Subsidiary, (c) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any such Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any such Subsidiary. All names and holders of the shares of capital stock (or other equity interests) interests of each Seller Subsidiary are fully paid and nonassessable (d) the percentage of the issued and are outstanding capital stock or other equity interests of each Seller Subsidiary owned directly or indirectly by the Seller free and clear each Seller Subsidiary. Each Seller Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of any Lien its state or jurisdiction of incorporation (except, as listed in the case Section 3.02 of the BankSeller Disclosure Letter), and has the requisite power and authority to the extent provided in Section 53- 42 of the North Carolina General Statutes)own, operate and lease its Assets and to carry on its business as currently conducted. Each Seller Subsidiary is duly licensed or qualified or licensed to transact conduct business as a foreign entity Person and is in good standing in the States of the United States each jurisdiction (i) where it owns or leases Real Property and foreign jurisdictions (ii) where the character nature of its business or the ownership, operation or the leasing of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, makes such qualification necessary except for such jurisdictions in which the where failure to so qualify would not be so qualified or licensed is not reasonably likely expected to have, individually or in the aggregate, have a Seller Material Adverse Effect. . (b) The minute books and Seller does not own, control or hold the power to vote, directly or indirectly of record, beneficially or otherwise, any capital stock or any equity or ownership interest in any Person engaged in the Business, other organizational documents for each Subsidiary have been made available to the Buyer for its review, and, except as disclosed in Section 4.4 of than the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the board of directors and shareholders thereofSubsidiaries.