Common use of Subsidiaries and Equity Holdings Clause in Contracts

Subsidiaries and Equity Holdings. (1) (A) It has previously disclosed a list of its Subsidiaries and it owns, directly or indirectly, all the outstanding equity securities of its Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except, in the case of Company Bank Sub, as provided in 12 U.S.C. § 55); (B) no equity securities of any of its 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; (C) there are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of its Subsidiaries (other than to it or its wholly owned Subsidiaries); (D) there are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound that relate to its rights to vote or dispose of any equity securities of any of its Subsidiaries; and (E) each Subsidiary that is a bank (as defined in the BHC Act) is an “insured bank” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. (2) Each of its Subsidiaries 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 its business requires such qualification. (3) It has Previously Disclosed a list of all equity securities that it and its Subsidiaries own, control or hold.

Subsidiaries and Equity Holdings. (1) (A) It The Company has previously disclosed Previously Disclosed a list of its Subsidiaries Subsidiaries, and it except for the trust preferred securities issued by a Subsidiary of the Company, the Company owns, directly or indirectly, all the outstanding equity securities of its Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except, in the case of Company Bank Sub, as provided in 12 U.S.C. § 55); (B) no nonassessable. No equity securities of any of its the Company’s Subsidiaries are or may become required to be issued (other than to it the Company or one of its wholly owned Subsidiaries) by reason of any Right or otherwise; . There are no agreements, contracts, commitments, arrangements or understandings by which the Company or any of its Subsidiaries is or may become bound to issue, sell or otherwise transfer any equity securities of any of the Company’s Subsidiaries (C) there other than to the Company or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of its Subsidiaries (other than to it or its wholly owned Subsidiaries); (D) there are no contracts, commitments, arrangements or understandings by which it the Company or any of its Subsidiaries is or may become bound that relate to the Company’s or any of its Subsidiaries’ rights to vote or dispose of any equity securities of any of its the Company’s Subsidiaries; and (E) each Subsidiary . Each of the Company’s Subsidiaries that is a bank (as defined in the BHC Act) is an “insured bank” as defined in the Federal Deposit Insurance Act and applicable regulations thereunderAct. (2) Each of its the Company’s Subsidiaries has been duly organized and is validly existing in good standing under the laws applicable Law of the jurisdiction of its such Subsidiary’s organization, and is duly qualified to do business and is in good standing as a foreign corporation (or other business entity, as applicable) in each jurisdiction where the ownership or leasing of its such Subsidiary’s assets or property or the conduct of its such 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 the Company. The Company has made available to Parent a complete and correct copy of the Constituent Documents, each as amended to the date hereof, for each of the Company’s Subsidiaries, and such Constituent Documents are in full force and effect. (3) It The Company has Previously Disclosed previously made available to Parent a list of all equity securities that it and or its Subsidiaries own, control or holdhold for its own account as of the date hereof.

Subsidiaries and Equity Holdings. (1) The Company has Previously Disclosed (Ai) It has previously disclosed a list setting forth each Company Subsidiary, (ii) the number of its Subsidiaries authorized and it issued and outstanding shares of each such Subsidiary and (iii) the record owner(s) of such issued and outstanding shares. The Company owns, directly or indirectly, all the outstanding equity securities of (and all the voting power in respect of) each of its Subsidiaries free and clear of LiensLiens or any Adverse Rights, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonassessable non-assessable (except, in the case of Company Bank SubMeridian Bank, National Association, as provided in 12 U.S.C. § 5555 or comparable state law in the case of Meridian Bank Texas); (B) no . No equity securities of any of its Subsidiaries Company Subsidiary are or may become required to be issued (other than to it the Company or one of its wholly wholly-owned Subsidiaries) by reason of any Right or otherwise; (C) there . There are no contractsContracts, commitments, arrangements or understandings by which it the Company or any of its Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of its Subsidiaries (other than to it or its wholly owned Subsidiaries); (D) there Company Subsidiary. There are no contractsContracts, commitments, arrangements or understandings by which it the Company or any of its Subsidiaries is or may become bound that relate to the Company’s or any of its Subsidiaries’ rights to vote or dispose of any equity securities of any of its Subsidiaries; and (E) each Company Subsidiary. Each Company Subsidiary that is a bank (as defined in the BHC Act) is an “insured bank” as defined in the Federal Deposit Insurance Act and applicable regulations thereunderFDI Act. (2) Each of its Subsidiaries Company Subsidiary has been duly organized and is validly existing in good standing under the laws Applicable Laws of the jurisdiction of its such Subsidiary’s 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 such Subsidiary’s assets or property or the conduct of its such 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 with respect to the Company or such Subsidiary (individually or in the aggregate). The Company has made available to Purchaser a complete and correct copy of the Constituent Documents, each as amended to the date hereof, for each Company Subsidiary, and such Constituent Documents are in full force and effect. (3) It The Company has Previously Disclosed a list of all equity securities that it and its Subsidiaries own, control or holdhold other than in a custodial or fiduciary capacity.

Subsidiaries and Equity Holdings. (1) (A) It has previously disclosed a list of its Subsidiaries and it owns, directly or indirectly, all the outstanding equity securities of its Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except, in the case of Company Bank Sub, as provided in 12 U.S.C. § 55)nonassessable; (B) no equity securities of any of its 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; (C) there are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of its Subsidiaries (other than to it or its wholly owned Subsidiaries); (D) there are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound that relate to its rights to vote or dispose of any equity securities of any of its Subsidiaries; and (E) each Subsidiary that is a bank (depository institution as defined in the BHC Act) Federal Deposit 16 Insurance Act is an “insured bankdepository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. (2) Each of its Subsidiaries 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 its business requires such qualification. (3) It has Previously Disclosed a list of all equity securities that it and its Subsidiaries own, control or hold.

Subsidiaries and Equity Holdings. (1) (A) It The Company has previously disclosed Previously Disclosed a list of its Subsidiaries Subsidiaries, and it the Company owns, directly or indirectly, all the outstanding equity securities of its Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except, in the case of Company Bank Sub, as provided in 12 U.S.C. § 55); (B) no nonassessable. No equity securities of any of its the Company’s Subsidiaries are or may become required to be issued (other than to it the Company or one of its wholly owned Subsidiaries) by reason of any Right or otherwise; . There are no agreements, contracts, commitments, arrangements or understandings by which the Company or any of its Subsidiaries is or may become bound to issue, sell or otherwise transfer any equity securities of any of the Company’s Subsidiaries (C) there other than to the Company or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of its Subsidiaries (other than to it or its wholly owned Subsidiaries); (D) there are no contracts, commitments, arrangements or understandings by which it the Company or any of its Subsidiaries is or may become bound that relate to the Company’s or any of its Subsidiaries’ rights to vote or dispose of any equity securities of any of its the Company’s Subsidiaries; and (E) each Subsidiary . Each of the Company’s Subsidiaries that is a bank (as defined in the BHC Act) is an “insured bank” as defined in the Federal Deposit Insurance Act and applicable regulations thereunderAct. (2) Each of its the Company’s Subsidiaries has been duly organized and is validly existing in good standing under the laws applicable Law of the jurisdiction of its such Subsidiary’s organization, and is duly qualified to do business and is in good standing as a foreign corporation (or other business entity, as applicable) in each jurisdiction where the ownership or leasing of its such Subsidiary’s assets or property or the conduct of its such 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 the Company. The Company has listed on Schedule 5.2(b)(2) of the Company Disclosure Schedules and made available to Parent a complete and correct copy of the Constituent Documents, each as amended to the date hereof, for each of the Company’s Subsidiaries, and such Constituent Documents are in full force and effect. (3) It The Company has Previously Disclosed a list of all equity securities that it and its Subsidiaries own, control or holdhold for its account as of the date hereof.

Subsidiaries and Equity Holdings. (1) (A) It The Company has previously disclosed a list Previously Disclosed all of its Subsidiaries and it Subsidiaries; (B) the Company owns, directly or indirectly, all the outstanding equity securities of its Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except, in the case of Company Bank Sub, as provided in 12 U.S.C. § 55)nonassessable; (BC) the Company has Previously Disclosed and made available to Acquirer a true, complete and correct copy of the Governing Documents of its Subsidiaries, each as amended to the date hereof, and such Governing Documents are in full force and effect; (D) no equity securities of any of its 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; (CE) there are no contracts, commitments, arrangements or understandings by which it the Company or any of its Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of its Subsidiaries Subsidiaries; and (other than to it or its wholly owned Subsidiaries); (DF) there are no contracts, commitments, arrangements or understandings by which it the Company or any of its Subsidiaries is or may become bound that relate to its rights to vote or dispose of any equity securities of any of its Subsidiaries; and (E) each Subsidiary that is a bank (as defined in the BHC Act) is an “insured bank” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. (2) Each of its Subsidiaries 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 where the ownership or leasing of its assets or property or the conduct of its business requires such qualification, except for any failure to be so qualified that would not reasonably be likely to have a Material Adverse Effect with respect to the Company. Company Bank has elected to be treated as and is a covered savings association pursuant to 12 C.F.R. Part 101. The deposit accounts of Company Bank are insured by the Federal Deposit Insurance Corporation through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid, and no proceedings for the termination of such insurance are pending, or to the Company’s knowledge, threatened. (3) It has Previously Disclosed a list of all equity securities that it and its Subsidiaries own, control or hold.

Subsidiaries and Equity Holdings. (1) (A) It The Company has previously disclosed Previously Disclosed a list of its Subsidiaries Subsidiaries, and it the Company owns, directly or indirectly, all the outstanding equity securities of its Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except, in the case of Company Bank Sub, as provided in 12 U.S.C. § 55); (B) no nonassessable. No equity securities of any of its the Company’s Subsidiaries are or may become required to be issued (other than to it the Company or one of its wholly owned Subsidiaries) by reason of any Right or otherwise; . There are no agreements, contracts, commitments, arrangements or understandings by which the Company or any of its Subsidiaries is or may become bound to issue, sell or otherwise transfer any equity securities of any of the Company’s Subsidiaries (C) there other than to the Company or one of its wholly owned Subsidiaries). There are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of its Subsidiaries (other than to it or its wholly owned Subsidiaries); (D) there are no contracts, commitments, arrangements or understandings by which it the Company or any of its Subsidiaries is or may become bound that relate to the Company’s or any of its Subsidiaries’ rights to vote or dispose of any equity securities of any of its the Company’s Subsidiaries; and (E) each Subsidiary . Each of the Company’s Subsidiaries that is a bank (as defined in the BHC Act) is an “insured bank” as defined in the Federal Deposit Insurance Act and applicable regulations thereunderAct. (2) Each of its the Company’s Subsidiaries has been duly organized and is validly existing in good standing under the laws applicable Law of the jurisdiction of its such Subsidiary’s organization, and is duly qualified to do business and is in good standing as a foreign corporation (or other business entity, as applicable) in each jurisdiction where the ownership or leasing of its such Subsidiary’s assets or property or the conduct of its such 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 the Company. The Company has listed on Schedule 5.2(c)(2) of the Company Disclosure Schedules and made available to Parent a true, complete and correct copy of the Constituent Documents, each as amended to the date hereof, for each of the Company’s Subsidiaries, and such Constituent Documents are in full force and effect. (3) It The Company has Previously Disclosed a list of all equity securities that it and its Subsidiaries own, control or holdhold for its account as of the date hereof.

Subsidiaries and Equity Holdings. (1) (A) It has previously disclosed a list of its Subsidiaries and it owns, directly or indirectly, all the outstanding equity securities of its Subsidiaries free and clear of Liens, and all such equity securities have been duly authorized and are validly issued and outstanding, fully paid and nonassessable (except, in the case of Company Bank Sub, as provided in 12 U.S.C. § 55)nonassessable; (B) no equity securities of any of its 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; (C) there are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound to sell or otherwise transfer any equity securities of any of its Subsidiaries (other than to it or its wholly owned Subsidiaries); (D) there are no contracts, commitments, arrangements or understandings by which it or any of its Subsidiaries is or may become bound that relate to its rights to vote or dispose of any equity securities of any of its Subsidiaries; and (E) each Subsidiary that is a bank (depository institution as defined in the BHC Act) Federal Deposit Insurance Act is an “"insured bank” depository institution" as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. (2) Each of its Subsidiaries 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 its business requires such qualification. (3) It has Previously Disclosed a list of all equity securities that it and its Subsidiaries own, control or hold.