Common use of Significant Subsidiary Clause in Contracts

Significant Subsidiary. Silicon Valley Bank (the “Bank”) is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02(w) of Regulation S-X) (the “Significant Subsidiary”). The Significant Subsidiary has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Prospectus and Pricing Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Bank has been duly organized and is a state-chartered bank, validly existing and in good standing under the laws of the State of California, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Bank is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, Prospectus and Pricing Disclosure Package, all of the issued and outstanding capital stock of the Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the outstanding shares of capital stock of the Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of the Significant Subsidiary.

Significant Subsidiary. Silicon Valley Bank (the “Bank”) is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02(w) of Regulation S-X) (the “Significant Subsidiary”). The Significant Subsidiary has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Prospectus and Pricing Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Bank Significant Subsidiary has been duly organized and is a state-chartered bank, validly existing and as a corporation in good standing under the laws of the State jurisdiction of California, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Bank is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessincorporation, except where the failure to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, Prospectus and Pricing Disclosure Package, all of the issued and outstanding capital stock of the Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the outstanding shares of capital stock of the Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of the Significant Subsidiary.

Significant Subsidiary. Silicon Valley Bank Exhibit 21.1 to the 2001 Form 10-K (the “Bank”) is as defined in Section 4.1(g)), sets forth the only “significant subsidiary” "Significant Subsidiary" of Company (defined to be the subsidiaries of Company that are, as of the Company (date of this Agreement, significant subsidiaries of Company, as such term is defined in Rule 1-02(w) of Regulation S-X) (, promulgated by the “SEC). All of the capital stock and other equity interests of the Significant Subsidiary”)Subsidiary are owned of record and beneficially by Company. The Significant Subsidiary has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Prospectus and Pricing Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Bank has been duly organized and is a state-chartered bankorganized, validly existing and in good standing under the laws of the State of California, with corporate jurisdiction in which it is organized and has the requisite power and authority to own, lease and operate its properties and conduct carry on its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectusnow being conducted. The Bank Significant Subsidiary of Company is duly qualified as a foreign corporation or licensed to transact do business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason the nature of its business or the ownership or leasing of property its properties makes such qualification or the conduct of businesslicensing necessary, except other than in such jurisdictions where the failure to qualify be so qualified or to be in good standing licensed does not have, and would not result reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except Company has made available to Parent complete and correct copies of the governing documents of the Significant Subsidiary of Company, as otherwise disclosed in amended to the Registration Statement, Prospectus and Pricing Disclosure Package, all date of this Agreement. All the issued and outstanding shares of capital stock or other equity owned by Company of or in the Significant Subsidiary of Company are validly issued, fully paid and nonassessable and are owned by Company, beneficially and of record, free and clear of all liens, security interests, charges, pledges, encumbrances or restrictions of any kind or nature ("Liens"). The Significant Subsidiary of Company has no (i) outstanding securities convertible into or exchangeable or exercisable for any shares of its capital stock, there are no outstanding options, warrants or other rights to purchase or acquire any of its capital stock, no irrevocable proxies with respect to such shares, and no contracts, commitments, understandings, arrangements or restrictions by which the Significant Subsidiary of the Company or Company is bound to issue additional shares of the capital stock of the Significant Subsidiary have been duly of the Company or (ii) authorized and validly issuedor outstanding bonds, are fully paid and non-assessable and are owned by debentures, notes or other indebtedness which entitle the holders to vote (or convertible or exercisable for or exchangeable into securities which entitle the holders to vote) with holders of Common Stock on any matter. Except for Company's Significant Subsidiary, Company does not own, directly or through subsidiariesindirectly, free and clear any capital stock or other equity securities of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the outstanding shares of capital stock person. The organizational documents of the Significant Subsidiary were issued in violation of Company do not contain any provision limiting or otherwise restricting the preemptive or similar rights ability of any securityholder of the Company to control its Significant Subsidiary.