Common use of Significant Subsidiaries Clause in Contracts

Significant Subsidiaries. (1) The Company has Previously Disclosed a list of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of its Significant Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No equity securities of any of Parent’s Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each of Parent Bank Sub is an “insured bank” as defined in the Federal Deposit Insurance Act. (2) Each of Parent’s Significant Subsidiaries and Merger Sub has been duly organized and is validly existing in good standing under the Laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or leasing of its assets or property or the conduct of such Significant Subsidiary’s business requires such qualification, except for any failure to be so qualified that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Parent.

Significant Subsidiaries. (1) The Company has Previously Disclosed a list of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of its Significant Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No equity securities of any of Parent’s Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each of Parent Bank Sub is an “insured bank” as defined in the Federal Deposit Insurance Act. (2a) Each Significant Subsidiary of Parent’s Significant Subsidiaries and Merger Sub has been the Company is a corporation or other legal entity duly organized and is organized, validly existing and (if applicable) in good standing under the Laws laws of the its jurisdiction of its organization, has all corporate, partnership or similar powers required to carry on its business as now conducted and is duly qualified to do business as a foreign corporation or other legal entity and (if applicable) is in good standing as a foreign corporation in each jurisdiction where the ownership character of the property owned or leasing leased by it or the nature of its assets or property or the conduct of activities makes such Significant Subsidiary’s business requires such qualificationqualification necessary, except for any where the failure to be so qualified that duly organized, validly existing and in good standing or to have such powers would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse Effect Effect. All Significant Subsidiaries of the Company and their respective jurisdictions of organization are identified in the Company Disclosure Schedule. (b) All of the outstanding shares of capital stock of, or other ownership interests in, each Significant Subsidiary of the Company, are owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on Parentthe right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of the Company or any Significant Subsidiary of the Company convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of the Company or (ii) options or other rights to acquire from the Company or any Significant Subsidiary of the Company, and no other obligation of the Company or any Significant Subsidiary of the Company to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company. The securities described in clauses (i) and (ii) above are referred to collectively as the "Company Subsidiary Securities". There are no outstanding obligations of the Company or any Significant Subsidiary of the Company to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities or pay any dividend or make any other distribution in respect thereof to a Person other than the Company or a wholly-owned Significant Subsidiary of the Company.

Significant Subsidiaries. (1A) The Company has Previously Disclosed a list of its Subsidiaries, and Parent It owns, directly or indirectly, all the outstanding equity securities of each of its Significant Subsidiaries free and clear of any Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No , (B) no equity securities of any of Parent’s its Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There , (C) there are no contracts, commitments, understandings or arrangements or understandings by which Parent or any of its such Significant Subsidiaries is or may become be bound to sell or otherwise transfer any equity securities of any of Parent’s such Significant Subsidiaries (other than to Parent it or one of its wholly wholly-owned Subsidiaries). There , (D) there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or understandings to dispose of such securities and (E) all the equity securities of each Significant Subsidiary held by which Parent it or any its Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except as provided in state laws relating to deficiency in capital stock of bank Subsidiaries). A true and complete list of its Significant Subsidiaries as of the date hereof is or may become bound that relate to Parent’s or any set forth in Section 5.03(d) of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each of Parent Bank Sub is an “insured bank” as defined in the Federal Deposit Insurance ActDisclosure Schedule. (2) Each of Parent’s its Significant Subsidiaries and Merger Sub has been duly organized and is validly existing in good standing under the Laws laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions where the its ownership or leasing of its assets or property or the its conduct of such Significant Subsidiary’s business requires such qualification, except for any failure it to be so qualified that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Parentqualified.

Significant Subsidiaries. (1) Except as Previously Disclosed, the Company (i) does not have any Significant Subsidiaries, (ii) does not directly or indirectly control or have any direct or indirect equity participation in any other business entity including the participation in any joint venture, and (iii) does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person. With respect to each Significant Subsidiary of the Company, Section 4.02(c) of the Disclosure Schedule sets forth the jurisdiction of incorporation or organization of such Significant Subsidiary and the owner of all of the issued and outstanding equity interests. Prior to the date of this Agreement, the Company has made available to Parent true, correct and complete copies of the Constituent Documents of each Significant Subsidiary of the Company as in effect on the date of this Agreement, and none of the Significant Subsidiaries of the Company is in violation of any of the provisions of any of their respective Constituent Documents except for any such violation which is not, individually or in the aggregate, material to the Company on a consolidated basis or does not prevent or materially delay the Company from performing its obligations under this Agreement. (2) (A) The Company has Previously Disclosed a list of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of each of its Significant Subsidiaries free and clear of any Liens (other than Permitted Liens), and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No (B) no equity securities of any of Parent’s its Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There , (C) there are no contractsContracts, commitments, understandings or arrangements or understandings by which Parent or any of its such Significant Subsidiaries is is, or may become be, bound to sell or otherwise transfer any equity securities or any assets of any of Parent’s such Significant Subsidiaries (other than to Parent it or one of its wholly wholly-owned Subsidiaries). There , (D) there are no contractsContracts, commitments, understandings or arrangements relating to the Company’s direct or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ indirect rights to vote or to dispose of any such securities and (E) all the equity securities of any of Parent’s each Significant Subsidiaries. Each of Parent Bank Sub is an “insured bank” as defined in the Federal Deposit Insurance ActSubsidiary held by it or its Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable. (23) Each of Parent’s the Significant Subsidiaries and Merger Sub of the Company has been duly organized and is validly existing in good standing under the Laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions where the its ownership or leasing of its assets or property or the its conduct of such Significant Subsidiary’s business Business requires such qualification, except for any failure it to be so qualified that would except for any such qualification which is not, individually or in the aggregate, be reasonably likely material to have the Company on a Material Adverse Effect on Parentconsolidated basis or does not prevent or materially delay the Company from performing its obligations under this Agreement.

Significant Subsidiaries. (1A) The Company has Previously Disclosed a list of its Subsidiaries, and Parent It owns, directly or indirectly, all the outstanding equity securities of each of its Significant Subsidiaries free and clear of any Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No (B) no equity securities of any of Parent’s its Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There , (C) there are no contracts, commitments, understandings or arrangements or understandings by which Parent or any of its such Significant Subsidiaries is or may become be bound to sell or otherwise transfer any equity securities of any of Parent’s such Significant Subsidiaries (other than to Parent it or one of its wholly wholly-owned Subsidiaries). There , (D) there are no contracts, commitments, understandings, or arrangements or understandings by which Parent or any of relating to its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or to dispose of any such securities, (E) all the equity securities of any each Significant Subsidiary held by it or its Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except as provided in 12 U.S.C. ss. 55 or comparable OTS or state laws in the case of Parent’s banking Subsidiaries), and (F) each Significant Subsidiaries. Each of Parent Bank Sub Subsidiary that is a bank or savings association is an “"insured bank” " as defined in the Federal Deposit Insurance ActAct and applicable regulations thereunder. (2) Each of Parent’s its Significant Subsidiaries and Merger Sub has been duly organized and is validly existing in good standing under the Laws laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions where the its ownership or leasing of its assets or property or the its conduct of such Significant Subsidiary’s business requires such qualification, except for any failure it to be so qualified that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Parentqualified.

Significant Subsidiaries. (1A) The Company has Previously Disclosed a list of its Subsidiaries, and Parent It owns, directly or indirectly, all the issued and outstanding equity securities of each of its Significant Subsidiaries free and clear of LiensSubsidiaries, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No (B) no equity securities of any of Parent’s its Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There , (C) there are no contracts, commitments, understandings or arrangements or understandings by which Parent or any of its Significant such Subsidiaries is or may become be bound to sell or otherwise transfer any equity securities of any of Parent’s Significant such Subsidiaries (other than to Parent it or one of its wholly wholly-owned Subsidiaries). There , (D) there are no contracts, commitments, understandings, or arrangements or understandings by which Parent or any of relating to its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or to dispose of any such securities and (E) all the equity securities of each Significant Subsidiary held by it or its Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except as provided in 12 U.S.C. ss. 55 or comparable state laws) and are owned by it or its Subsidiaries free and clear of any of Parent’s Significant Subsidiaries. Each of Parent Bank Sub is an “insured bank” as defined in the Federal Deposit Insurance ActLiens. (2) Each of Parent’s its Significant Subsidiaries and Merger Sub has been duly organized and is validly existing in good standing under the Laws laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction the jurisdictions where the its ownership or leasing of its assets or property or the conduct of such Significant Subsidiary’s its business requires such qualification, except for any failure it to be so qualified that would notqualified. In the case of AmSouth, individually Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and all of its outstanding capital stock is owned directly or indirectly by AmSouth. Merger Sub was formed solely for the purpose of engaging in the aggregatetransactions contemplated hereby, be reasonably likely to have a Material Adverse Effect on Parenthas conducted its operations only as contemplated hereby and has engaged in no other business activities other than as contemplated hereby.

Significant Subsidiaries. (1A) The Company has Previously Disclosed a list of its SubsidiariesA.G. Edwards ownx, and Parent owns, directly xxxxxxxx or indirectly, all the outstanding equity securities of each of its Significant Subsidiaries free and clear of any Liens, and all such (B) no equity securities of any of A.G. Edwards’ Sixxxxxxxxx Xxbsidiaries are or may become required to be issued (other than to A.G. Edwards or xxx xxxxxx xwned Subsidiaries) by reason of any Right or otherwise, (C) there are no contracts, commitments, understandings or arrangements by which any of such Significant Subsidiaries is or may be bound to sell or otherwise transfer any equity securities of any such Significant Subsidiaries (other than to A.G. Edwards or xxx xxxxxx-xwned Subsidiaries), (D) there are no contracts, commitments, understandings, or arrangements relating to A.G. Edwards’ rixxxx xx xxxx or to dispose of such securities, (E) all the equity securities of each Significant Subsidiary held by A.G. Edwards or xxx Xxxxxxxxries have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No equity securities of any of Parent’s nonassessable, and (F) each Significant Subsidiaries are Subsidiary that is a bank or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each of Parent Bank Sub savings association is an “insured bank” as defined in the Federal Deposit Insurance ActAct and applicable regulations thereunder. (2) Each of Parent’s Significant Subsidiaries and Merger Sub A.G. Edwards’ Sixxxxxxxxx Xxbsidiaries has been duly organized and is validly existing in good standing under the Laws laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions where the its ownership or leasing of its assets or property or the its conduct of such Significant Subsidiary’s business requires such qualification, except for any failure it to be so qualified that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Parentqualified.

Significant Subsidiaries. (1A) The Company has Previously Disclosed a list of its Subsidiaries, and Parent It owns, directly or indirectly, all the outstanding equity securities of each of its Significant Subsidiaries free and clear of any Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No (B) no equity securities of any of Parent’s its Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There , (C) there are no contracts, commitments, understandings or arrangements or understandings by which Parent or any of its such Significant Subsidiaries is or may become be bound to sell or otherwise transfer any equity securities of any of Parent’s such Significant Subsidiaries (other than to Parent it or one of its wholly wholly-owned Subsidiaries). There , (D) there are no contracts, commitments, understandings, or arrangements or understandings by which Parent or any of relating to its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or to dispose of any such securities, (E) all the equity securities of any each Significant Subsidiary held by it or its Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except as provided in 12 U.S.C.Section 55 or comparable state laws in the case of Parent’s bank Subsidiaries), and (F) each Significant Subsidiaries. Each of Parent Bank Sub Subsidiary that is a bank (as defined in the BHC Act) is an “"insured bank” " as defined in the Federal Deposit Insurance ActAct and applicable regulations thereunder. (2) Each of Parent’s its Significant Subsidiaries and Merger Sub has been duly organized and is validly existing in good standing under the Laws laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions where the its ownership or leasing of its assets or property or the its conduct of such Significant Subsidiary’s business requires such qualification, except for any failure it to be so qualified that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Parentqualified.

Significant Subsidiaries. (1a) The Company has Previously Disclosed a list of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of its Each Significant Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No equity securities of any of Parent’s Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each Subsidiary of Parent Bank Sub is an “insured bank” as defined in the Federal Deposit Insurance Act. (2) Each of Parent’s Significant Subsidiaries and Merger Sub has been a corporation or other legal entity duly organized and is organized, validly existing and (if applicable) in good standing under the Laws laws of the its jurisdiction of its organization, has all corporate, partnership or similar powers required to carry on its business as now conducted and is duly qualified to do business as a foreign corporation or other legal entity and (if applicable) is in good standing as a foreign corporation in each jurisdiction where the ownership character of the property owned or leasing leased by it or the nature of its assets or property or the conduct of activities makes such Significant Subsidiary’s business requires such qualificationqualification necessary, except for any where the failure to be so qualified that duly organized, validly existing and in good standing or to have such powers would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse Effect Effect. As of March 5, 1999, all Significant Subsidiaries of Parent and their respective jurisdictions of organization are identified in the Parent Disclosure Schedule. (b) Except as disclosed in the Parent SEC Reports), all of the outstanding shares of capital stock of, or other ownership interests in, each Significant Subsidiary of Parent, are owned by Parent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as disclosed in the Parent SEC Reports, there are no outstanding (i) securities of Parent or any Significant Subsidiary of Parent convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of Parent or (ii) options or other rights to acquire from Parent or any Significant Subsidiary of Parent, and no other obligation of Parent or any Significant Subsidiary of Parent to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of Parent. The securities described in clauses (i) and (ii) above are referred to collectively as the "Parent Subsidiary Securities"). Except as disclosed in the Parent SEC Reports, there are no outstanding obligations of Parent or any Significant Subsidiary of Parent to repurchase, redeem or otherwise acquire any outstanding Parent Subsidiary Securities or pay any dividend or make any other distribution in respect thereof to a Person other than Parent or a wholly-owned Significant Subsidiary of Parent.

Significant Subsidiaries. (1) The Company has Previously Disclosed a list of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of its Significant Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessableassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable state Law). No equity securities of any of Parent’s Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each of Parent Bank Sub Parent’s Significant Subsidiaries that is a bank (as defined in the BHC Act) is an “insured bank” as defined in the Federal Deposit Insurance Act. (2) Each of Parent’s Significant Subsidiaries and Merger Sub has been duly organized and is validly existing in good standing under the Laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or leasing of its assets or property or the conduct of such Significant Subsidiary’s business requires such qualification, except for any failure to be so qualified that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Parent.

Significant Subsidiaries. (1a) The Company has Previously Disclosed a list of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of its Each Significant Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No equity securities of any of Parent’s Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each Subsidiary of Parent Bank Sub is an “insured bank” as defined in the Federal Deposit Insurance Act. (2) Each of Parent’s Significant Subsidiaries and Merger Sub has been a corporation or other legal entity duly organized and is organized, validly existing and (if applicable) in good standing under the Laws laws of the its jurisdiction of its organization, has all corporate, partnership or similar powers required to carry on its business as now conducted and is duly qualified to do business as a foreign corporation or other legal entity and (if applicable) is in good standing as a foreign corporation in each jurisdiction where the ownership character of the property owned or leasing leased by it or the nature of its assets or property or the conduct of activities makes such Significant Subsidiary’s business requires such qualificationqualification necessary, except for any where the failure to be so qualified that duly organized, validly existing and in good standing or to have such powers would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse Effect Effect. As of March 5, 1999, all Significant Subsidiaries of Parent and their respective jurisdictions of organization are identified in the Parent Disclosure Schedule. (b) Except as disclosed in the Parent SEC Reports, all of the outstanding shares of capital stock of, or other ownership interests in, each Significant Subsidiary of Parent, are owned by Parent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as disclosed in the Parent SEC Reports, there are no outstanding (i) securities of Parent or any Significant Subsidiary of Parent convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of Parent or (ii) options or other rights to acquire from Parent or any Significant Subsidiary of Parent, and no other obligation of Parent or any Significant Subsidiary of Parent to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of Parent. The securities described in clauses (i) and (ii) above are referred to collectively as the "Parent Subsidiary Securities"). Except as disclosed in the Parent SEC Reports, there are no outstanding obligations of Parent or any Significant Subsidiary of Parent to repurchase, redeem or otherwise acquire any outstanding Parent Subsidiary Securities or pay any dividend or make any other distribution in respect thereof to a Person other than Parent or a wholly-owned Significant Subsidiary of Parent.

Significant Subsidiaries. (1) The Company has Previously Disclosed a list of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of its Significant Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid - 50- and non-assessable. No equity securities of any of Parent’s Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each of Parent Bank Sub Parent’s Significant Subsidiaries that is a bank (as defined in the BHC Act) is an “insured bank” as defined in the Federal Deposit Insurance Act. (2) Each of Parent’s Significant Subsidiaries and Merger Sub has been duly organized and is validly existing in good standing under the Laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or leasing of its assets or property or the conduct of such Significant Subsidiary’s business requires such qualification, except for any failure to be so qualified that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Parent.

Significant Subsidiaries. (1) The Company has Previously Disclosed a list Each of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of its Significant Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No equity securities of any of ParentSolstice’s Significant Subsidiaries are is a corporation or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contractslimited liability company duly organized, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries. Each of Parent Bank Sub is an “insured bank” as defined in the Federal Deposit Insurance Act. (2) Each of Parent’s Significant Subsidiaries and Merger Sub has been duly organized and is validly existing and in good standing (where applicable) under the Laws laws of the its jurisdiction of incorporation or organization, has the corporate (or comparable) power and authority to own, operate and lease its organizationproperties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation (where applicable) in each jurisdiction where in which the ownership ownership, operation or leasing lease of its assets or property or the conduct of such Significant Subsidiary’s its business requires such qualificationqualification (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except for any jurisdictions in which such failure to be so qualified that or to be in good standing would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Solstice Material Adverse Effect Effect. All of the outstanding shares of capital stock or other securities of, or other ownership interests in, each of Solstice’s Significant Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and are owned, directly or indirectly, by Solstice free and clear of all Liens. There are no existing options, rights of first refusal, conversion rights, preemptive rights, calls, puts, commitments, arrangements or obligations of any character, including voting agreements, proxies or similar arrangements relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of Solstice. Solstice does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity that directly or indirectly conducts any activity which is material to Solstice and its Subsidiaries taken as a whole. The copies of Solstice’s Subsidiaries’ certificates of incorporation, by-laws and similar governing documents previously made available to Glass are true and correct and contain all amendments as of the date hereof. Exhibit 21.1 to Solstice’s Annual Report on ParentForm 10-K for the year ended December 31, 2016 filed with the SEC prior to the date hereof sets forth for each Significant Subsidiary of Solstice, its name and jurisdiction of incorporation or organization.

Significant Subsidiaries. The subsidiaries listed on Schedule 2(k) are the only subsidiaries of the Company that meet the definition of “significant subsidiary” (as such term is defined in Rule 1) The Company has Previously Disclosed a list -02 of its Subsidiaries, and Parent owns, directly or indirectly, all the outstanding equity securities of its Significant Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonRegulation S-assessable. No equity securities of any of Parent’s Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There are no contracts, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of Parent’s Significant Subsidiaries (other than to Parent or one of its wholly owned SubsidiariesX). There The only subsidiaries of the Company are no contractsthe subsidiaries listed on Schedule 2(k)or on Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the Commission on February 22, commitments, arrangements or understandings by which Parent or any of its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or dispose of any equity securities of any of Parent’s Significant Subsidiaries2018. Each of Parent Bank Sub is an the significant subsidiaries of the Company listed on Schedule 2(k) (the “insured bank” as defined in the Federal Deposit Insurance Act. (2Significant Subsidiaries”) Each of Parent’s Significant Subsidiaries and Merger Sub has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction laws of its organizationrespective state of organization and has all the requisite power and authority to own, lease and operate its Properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and is duly qualified as a foreign corporation to do transact business and is in good standing as a foreign corporation in each other jurisdiction where in which such qualification is required, whether by reason of the ownership or leasing of its assets or property or the conduct of such Significant Subsidiary’s business requires such qualificationbusiness, except for any where the failure so to qualify or to be so qualified that in good standing would not, individually singly or in the aggregate, be reasonably likely to have result in a Material Adverse Effect on ParentEffect; all of the issued equity securities of each Significant Subsidiary, in the case of a corporation, have been duly authorized and validly issued and are fully paid and non-assessable, and, in the case of a limited liability company, are validly issued and purchasers of such equity securities will have no obligation to make payments to the Significant Subsidiary or its creditors (other than the purchase price for the equity securities) or contributions to the Significant Subsidiary or its creditors solely by reason of the purchasers’ ownership of such equity securities, and, in each case, are owned, directly or through other subsidiaries of the Company, by the Company, free and clear of any pledge, lien, encumbrance or claim.

Significant Subsidiaries. (1A) The Company has Previously Disclosed a list of its Subsidiaries, and Parent It owns, directly or indirectly, all the outstanding equity securities of each of its Significant Subsidiaries free and clear of any Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No (B) no equity securities of any of Parent’s its Significant Subsidiaries are or may become required to be issued (other than to it or its wholly owned Subsidiaries) by reason of any Right or otherwise. There , (C) there are no contracts, commitments, understandings or arrangements or understandings by which Parent or any of its such Significant Subsidiaries is or may become be bound to sell or otherwise transfer any equity securities of any of Parent’s such Significant Subsidiaries (other than to Parent it or one of its wholly wholly-owned Subsidiaries). There , (D) there are no contracts, commitments, understandings, or arrangements or understandings by which Parent or any of relating to its Significant Subsidiaries is or may become bound that relate to Parent’s or any of its Significant Subsidiaries’ rights to vote or to dispose of any such securities, (E) all the equity securities of any each Significant Subsidiary held by it or its Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except as provided in 12 U.S.C. § 55 or comparable OTS or state laws in the case of Parent’s banking Subsidiaries), and (F) each Significant Subsidiaries. Each of Parent Bank Sub Subsidiary that is a bank or savings association is an “insured bank” as defined in the Federal Deposit Insurance ActAct and applicable regulations thereunder. (2) Each of Parent’s its Significant Subsidiaries and Merger Sub has been duly organized and is validly existing in good standing under the Laws laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions where the its ownership or leasing of its assets or property or the its conduct of such Significant Subsidiary’s business requires such qualification, except for any failure it to be so qualified that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Parentqualified.