Common use of Subsidiaries and Other Interests Clause in Contracts

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b) of the Entegra Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company (other than the Bank) and/or the Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s and/or the Bank’s percentage ownership of each such Subsidiary. Each of the Company and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company or the Bank. The ownership interests of the Company and the Bank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company and/or the Bank (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company and/or the Bank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company and/or the Bank are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company and/or the Bank, or any other debt or equity security of any Subsidiary of the Company and/or the Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company and/or the Bank or any options, warrants, or other rights with respect to such securities. Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company nor the Bank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b5.2(b) of the Entegra SmartFinancial Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company SmartFinancial (other than the BankSmartBank) and/or the BankSmartBank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the CompanySmartFinancial’s and/or the BankSmartBank’s percentage ownership of each such Subsidiary. Each of the Company SmartFinancial and the Bank SmartBank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company SmartFinancial or the Bank SmartBank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company SmartFinancial or the BankSmartBank. The ownership interests of the Company SmartFinancial and the Bank SmartBank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company SmartFinancial and/or the Bank SmartBank (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanySmartFinancial. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company SmartFinancial and/or the Bank SmartBank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company SmartFinancial and/or the Bank SmartBank are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company SmartFinancial and/or the BankSmartBank, or any other debt or equity security of any Subsidiary of the Company SmartFinancial and/or the BankSmartBank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company SmartFinancial and/or the Bank SmartBank or any options, warrants, or other rights with respect to such securities. Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company SmartFinancial nor the Bank SmartBank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b) of the Entegra Company Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company (other than the Bank) and/or the Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s and/or the Bank’s percentage ownership of each such Subsidiary. Each of the Company and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company or the Bank. The ownership interests of the Company and the Bank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company and/or the Bank (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company and/or the Bank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company and/or the Bank are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company and/or the Bank, or any other debt or equity security of any Subsidiary of the Company and/or the Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company and/or the Bank or any options, warrants, or other rights with respect to such securities. Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company nor the Bank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b) of the Entegra TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company TCB Holdings (other than the Bank) and/or the Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s TCB Holdings’ and/or the Bank’s percentage ownership of each such Subsidiary. Each Except as set forth on Schedule 4.2(b) of the Company TCB Holdings Disclosure Memorandum, each of TCB Holdings and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company TCB Holdings or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company TCB Holdings or the Bank. The ownership interests of the Company TCB Holdings and the Bank in their respective Subsidiaries are in compliance with all applicable Laws, except where the failure to be in compliance has not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect. Each of the Subsidiaries of TCB Holdings (other than the Company Bank) and/or the Bank (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, except where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect on the CompanyEffect. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company TCB Holdings and/or the Bank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company TCB Holdings and/or the Bank are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company TCB Holdings and/or the Bank, or any other debt or equity security of any Subsidiary of the Company TCB Holdings and/or the Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company TCB Holdings and/or the Bank or any options, warrants, or other rights with respect to such securities. Except (i) as set forth on Schedule 4.2(b) of the TCB Holdings Disclosure Memorandum and (ii) for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company TCB Holdings nor the Bank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b) of the Entegra Capstone Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company Bancshares (other than the BankCapstone) and/or the BankCapstone, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s Bancshares’ and/or the BankCapstone’s percentage ownership of each such Subsidiary. Each of the Company Bancshares and the Bank Capstone owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company Bancshares or the Bank Capstone to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company Bancshares or the BankCapstone. The ownership interests of the Company Bancshares and the Bank Capstone in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company Bancshares and/or the Bank Capstone (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to for purposes of this clause (iii) only, where the failure to be so licensed, qualified, licensed or qualified or to be in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Bancshares Material Adverse Effect on the CompanyEffect. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company Bancshares and/or the Bank Capstone have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company Bancshares and/or the Bank Capstone are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company Bancshares and/or the BankCapstone, or any other debt or equity security of any Subsidiary of the Company Bancshares and/or the BankCapstone; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company Bancshares and/or the Bank Capstone or any options, warrants, or other rights with respect to such securities. Except (i) as set forth on Schedule 4.2(b) of the Capstone Disclosure Memorandum and (ii) for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company Bancshares nor the Bank Capstone owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b) Each Subsidiary of the Entegra Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company Commerce Union (other than the BankMerger Sub and Reliant) and/or the Bank, as well as and each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s and/or the Bank’s percentage ownership of each such Subsidiary. Each of the Company and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company or the Bank. The ownership interests of the Company and the Bank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company and/or the Bank (i) Reliant is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) ; has all requisite corporate, limited liability company, or other power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, ; and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect except to clause (iii) only, the extent that the failure to have such power or authority or where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Commerce Union Material Adverse Effect on Effect. The ownership interests of Commerce Union and Reliant in their respective Subsidiaries are in compliance with all applicable Laws, except where the Companyfailure to be in compliance would not reasonably be expected to have a Commerce Union Material Adverse Effect. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company Commerce Union and/or the Bank Reliant have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company Commerce Union and/or the Bank Reliant are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company Commerce Union and/or the BankReliant, or any other debt or equity security of any Subsidiary of the Company Commerce Union and/or the BankReliant; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company Commerce Union and/or the Bank Reliant or any options, warrants, or other rights with respect to such securities. Except (i) as set forth on Schedule 5.2(b) of the Commerce Union Disclosure Memorandum and (ii) for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company Commerce Union nor the Bank Reliant owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person. Since January 1, 2014, each of Reliant and any other equity holder of Reliant Mortgage Ventures, LLC has complied in all respects with its obligations under the Operating Agreement of Reliant Mortgage Ventures, LLC, except to the extent that the failure to be in compliance would not reasonably be expected to have a Commerce Union Material Adverse Effect.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b) of the Entegra First Advantage Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company (other than the Bank) and/or the Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s and/or the Bank’s percentage ownership of each such Subsidiary. Each of the Company and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company or the Bank. The ownership interests of the Company and the Bank in their respective Subsidiaries are in full compliance with all applicable Laws. Each of the Subsidiaries of the Company and/or the Bank (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite corporate, limited liability company, or other power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company and/or the Bank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company and/or the Bank are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company and/or the Bank, or any other debt or equity security of any Subsidiary of the Company and/or the Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company and/or the Bank or any options, warrants, or other rights with respect to such securities. Except (i) as set forth on Schedule 4.2(b) of the First Advantage Disclosure Memorandum and (ii) for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company nor the Bank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b5.2(b) of the Entegra BancShares Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company BancShares (other than the BankFCB) and/or the BankFCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s BancShares’ and/or the BankFCB’s percentage ownership of each such Subsidiary. Each of the Company BancShares and the Bank FCB owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company BancShares or the Bank FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company BancShares or the Bank38 FCB. The ownership interests of the Company BancShares and the Bank FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company BancShares and/or the Bank FCB (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyBancShares. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company BancShares and/or the Bank FCB have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company BancShares and/or the Bank FCB are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company BancShares and/or the BankFCB, or any other debt or equity security of any Subsidiary of the Company BancShares and/or the BankFCB; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company BancShares and/or the Bank FCB or any options, warrants, or other rights with respect to such securities. Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company BancShares nor the Bank FCB owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b) of the Entegra Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company (other than the Bank) and/or the Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s and/or the Bank’s percentage ownership of each such Subsidiary. Each of the Company and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company or the Bank. The ownership interests of the Company and the Bank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company Reliant and/or the Reliant Bank (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite corporate, limited liability company, or other power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyReliant. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company Reliant and/or the Reliant Bank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company Reliant and/or the Reliant Bank are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company Reliant and/or the Reliant Bank, or any other debt or equity security of any Subsidiary of the Company Reliant and/or the Reliant Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company Reliant and/or the Reliant Bank or any options, warrants, or other rights with respect to such securities. Except (i) as set forth on Schedule 5.2(b) of the Reliant Disclosure Memorandum and (ii) for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company Reliant nor the Reliant Bank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b(i) of the Entegra Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company (other than the Bank) and/or the Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s and/or the Bank’s percentage ownership of each such Subsidiary. Each of the Company and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company or the Bank. The ownership interests of the Company and the Bank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company and/or the Bank (ix) is a corporation, limited liability company, or other entity corporation duly organized, validly existing, existing and in good standing under the laws of its respective jurisdiction of incorporation, organization, or formation, (iiy) has all requisite corporate or similar power and authority to own, lease, own and operate its properties and assets and to conduct carry on its business as presently conducted, conducted and (iiiz) is duly licensed and qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which where the character ownership or operation of the its properties or assets owned or leased by it or the nature conduct of the its business conducted by it makes requires such licensing or qualification necessaryqualification, except, with respect to clause (iii) only, except where the failure to be so licensed, qualified, qualified or in good standing standing, individually or in the aggregate, has not had and would is not reasonably be expected likely to have a Company Material Adverse Effect on (as defined in Section 9.2). The Company has made available to Parent a complete and correct copy of the Company's and its Subsidiaries' certificates of incorporation and by-laws (or comparable governing documents), each as amended to the date hereof. The Company's and its Subsidiaries' certificates of incorporation and by-laws (or comparable governing documents) made available are in full force and effect. (ii) Schedule 5.1(a) contains a correct and complete list of each of the Company's Subsidiaries, the jurisdiction where each of such Subsidiaries is organized and the percentage of outstanding Capital Stock of such Subsidiaries that is directly or indirectly owned by the Company. The outstanding capital stock Company or other outstanding equity or ownership interests another Subsidiary of the Company owns its shares of the Capital Stock of each Subsidiary of the Company and/or the Bank have been validly authorized free and are validly issued, fully paid, clear of all Liens except Permitted Liens (as defined in Section 9.2). Schedule 5.1(a) sets forth a true and non-assessable. No shares complete list of capital stock each equity investment in an amount of $2,000,000 or other equity more or ownership interests of any Subsidiary of the Company and/or the Bank are which represents a 5% or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company and/or the Bank, or any other debt or equity security of any Subsidiary of the Company and/or the Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company and/or the Bank or any options, warrants, or other rights with respect to such securities. Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company nor the Bank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or greater ownership interest in the subject of such investment made by the Company or any Person.of its Subsidiaries in any other Person other than the Company's Subsidiaries ("Other Interests"). The Other Interests are owned by the Company, by one or more of the Company's Subsidiaries or by the Company and one or more of its Subsidiaries, in each case free and clear of all Liens, except for Permitted Liens and Liens that may be created by any partnership or joint venture agreements for Other Interests. (b)

Subsidiaries and Other Interests. Set Schedule 4.4(a) -------------------------------- hereto sets forth the name of each Subsidiary and, with respect to each such Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all of its stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Each Subsidiary is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business and is in good standing under the laws of (i) each jurisdiction in which it owns or leases real or immovable property and (ii) each other jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification. Each Subsidiary has all requisite corporate power and authority to own its properties and carry on its business as presently conducted. Other than (i) the equity interests in Subsidiaries set forth on Schedule 4.2(b) of the Entegra Disclosure Memorandum is a true, correct4.4(a), and complete list (ii) the minority interests set forth on Schedule 4.4(b) (the "Minority Equity Interests"), none of all National or any of its Subsidiaries owns any equity interests in any Person. The outstanding shares of the Company (other than the Bank) and/or the Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s and/or the Bank’s percentage ownership capital stock of each Subsidiary are validly issued, fully paid and non-assessable, and all such Subsidiary. Each of shares are owned by the Company and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries holder thereof, free and clear of any and all Liens. There are no Contracts relating to the right of the Company or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company or the Bank. The ownership interests of the Company and the Bank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company and/or the Bank (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company and/or the Bank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock are held by any Subsidiary as treasury stock. There is no existing option, warrant, call, right, commitment or other equity or ownership interests agreement of any character to which any Subsidiary is a party requiring (or which may in the future require), and there are no securities of the Company and/or the Bank are National or any Subsidiary outstanding which upon conversion or exchange would (or may be required to be issued by virtue in the future) require, the issuance, sale or transfer of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity securities of National or ownership interests any Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock of National or any Subsidiary. None of the Shareholders, the Tri-S Shareholders or National is a party to any voting trust or other voting agreement with respect to any of the shares of Common Stock or to any agreement relating to the issuance, sale, redemption, transfer or other disposition of the capital stock of any Subsidiary. Neither National nor any of its Subsidiaries has any present or future obligation (contingent or otherwise) to make any capital contribution to, or purchase any equity of, any Subsidiary of the Company and/or the Bank, or any other debt or equity security of any Subsidiary of the Company and/or the Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company and/or the Bank or any options, warrants, or other rights with respect to such securities. Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company nor the Bank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

Subsidiaries and Other Interests. Set forth on Schedule 4.2(b5.2(b) of the Entegra BancShares Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of the Company BancShares (other than the BankFCB) and/or the BankFCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and the Company’s BancShares’ and/or the BankFCB’s percentage ownership of each such Subsidiary. Each of the Company BancShares and the Bank FCB owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of the Company BancShares or the Bank FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of the Company BancShares or the BankFCB. The ownership interests of the Company BancShares and the Bank FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of the Company BancShares and/or the Bank FCB (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyBancShares. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of the Company BancShares and/or the Bank FCB have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Company BancShares and/or the Bank FCB are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of the Company BancShares and/or the BankFCB, or any other debt or equity security of any Subsidiary of the Company BancShares and/or the BankFCB; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of the Company BancShares and/or the Bank FCB or any options, warrants, or other rights with respect to such securities. Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither the Company BancShares nor the Bank FCB owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.