Common use of Subsidiaries and Other Interests Clause in Contracts

Subsidiaries and Other Interests. Set forth on Schedule 5.2(b) of the BancShares Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares (other than FCB) and/or FCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ and/or FCB’s percentage ownership of each such Subsidiary. Each of BancShares and 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 BancShares or FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares or FCB. The ownership interests of BancShares and FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares and/or 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 BancShares. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares and/or 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 BancShares and/or 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 BancShares and/or FCB, or any other debt or equity security of any Subsidiary of BancShares and/or FCB; 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 BancShares and/or 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 BancShares nor 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 5.2(b4.2(b) of the BancShares Company Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares the Company (other than FCBthe Bank) and/or FCBthe Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ the Company’s and/or FCBthe Bank’s percentage ownership of each such Subsidiary. Each of BancShares the Company and FCB 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 BancShares the Company or FCB the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares the Company or FCBthe Bank. The ownership interests of BancShares the Company and FCB the Bank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares the Company and/or FCB 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 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 BancSharesthe Company. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares the Company and/or FCB 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 BancShares the Company and/or FCB 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 BancShares the Company and/or FCBthe Bank, or any other debt or equity security of any Subsidiary of BancShares the Company and/or FCBthe 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 BancShares the Company and/or FCB 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 BancShares the Company nor FCB 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 5.2(b) of the BancShares SmartFinancial Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares SmartFinancial (other than FCBSmartBank) and/or FCBSmartBank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ SmartFinancial’s and/or FCBSmartBank’s percentage ownership of each such Subsidiary. Each of BancShares SmartFinancial and FCB 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 BancShares SmartFinancial or FCB SmartBank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares SmartFinancial or FCBSmartBank. The ownership interests of BancShares SmartFinancial and FCB SmartBank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares SmartFinancial and/or FCB 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 BancSharesSmartFinancial. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares SmartFinancial and/or FCB 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 BancShares SmartFinancial and/or FCB 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 BancShares SmartFinancial and/or FCBSmartBank, or any other debt or equity security of any Subsidiary of BancShares SmartFinancial and/or FCBSmartBank; 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 BancShares SmartFinancial and/or FCB 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 BancShares SmartFinancial nor FCB 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 5.2(b4.2(b) of the BancShares Entegra Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares the Company (other than FCBthe Bank) and/or FCBthe Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ the Company’s and/or FCBthe Bank’s percentage ownership of each such Subsidiary. Each of BancShares the Company and FCB 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 BancShares the Company or FCB the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares the Company or FCBthe Bank. The ownership interests of BancShares the Company and FCB the Bank in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares the Company and/or FCB 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 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 BancSharesthe Company. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares the Company and/or FCB 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 BancShares the Company and/or FCB 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 BancShares the Company and/or FCBthe Bank, or any other debt or equity security of any Subsidiary of BancShares the Company and/or FCBthe 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 BancShares the Company and/or FCB 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 BancShares the Company nor FCB 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 5.2(b(a) Quartet has no Subsidiaries except for Holdco and Merger Sub. Except for Holdco and Merger Sub, Quartet does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Quartet has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the BancShares Disclosure Memorandum is a truedate hereof or as may hereafter be in effect under which it may become obligated to make, correctany future investment in or capital contribution to any other entity. (b) Except for Holdco and Merger Sub, and complete list of all Subsidiaries of BancShares Quartet does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than FCBinvestments in short term investment securities). (c) and/or FCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ and/or FCB’s percentage ownership of each such Subsidiary. Each of BancShares Holdco and 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 BancShares or FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares or FCB. The ownership interests of BancShares and FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares and/or FCB (i) Merger Sub is a corporation, limited liability company, or other entity an exempted company duly organizedincorporated, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) Bermuda and has all the requisite corporate power and authority to own, lease, lease and operate its assets and properties and assets and to conduct carry on its business as presently it is now being conducted. Each of Holdco and Merger Sub is in possession of all Approvals necessary to own, lease and operate the (iiid) Each of Holdco and Merger Sub is duly qualified or licensed and qualified to transact do business as a foreign corporation or foreign limited liability company and is in good standing in each jurisdiction in which where the character of the properties owned, leased or assets owned or leased operated by it or the nature of the business conducted by it its activities makes such qualification or licensing or qualification necessary, except, with respect to clause (iii) only, where the failure except for such failures to be so licensed, qualified, duly qualified or licensed and in good standing has not had and that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BancShares. The outstanding capital stock Quartet. (e) Neither Holdco nor Merger Sub has any assets or other outstanding equity or ownership interests properties of each Subsidiary of BancShares and/or FCB have been validly authorized any kind, does not now conduct and are validly issued, fully paidhas never conducted any business, and non-assessable. No shares of capital stock has and will have at the Closing no obligations or other equity or ownership interests liabilities of any Subsidiary of BancShares and/or FCB nature whatsoever, except for such obligations as 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 BancShares and/or FCB, or any other debt or equity security of any Subsidiary of BancShares and/or FCB; 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 BancShares and/or 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 BancShares nor FCB owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Personimposed under this Agreement.

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 5.2(b) of the BancShares 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 BancShares (other than FCB) and/or FCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ and/or FCB’s percentage ownership capital stock of each Subsidiary are validly issued, fully paid and non-assessable, and all such Subsidiary. Each of BancShares and FCB owns beneficially and of record shares are owned by 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 BancShares or FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares or FCB. The ownership interests of BancShares and FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares and/or 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 BancShares. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares and/or FCB 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 BancShares and/or FCB 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 BancShares and/or FCB, or any other debt or equity security of any Subsidiary of BancShares and/or FCB; 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 BancShares and/or 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 BancShares nor 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 (a) Except for Holdco, Parent Merger Sub and Company Merger Sub and as set forth on Schedule 5.2(b3.2, Parent does not presently own an interest in any other corporation, association or other business entity and is not a party to any joint venture, partnership or similar arrangement. (b) Each of the BancShares Disclosure Memorandum Holdco and Parent Merger Sub is a true, correct, and complete list of all Subsidiaries of BancShares (other than FCB) and/or FCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ and/or FCB’s percentage ownership of each such Subsidiary. Each of BancShares and 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 BancShares or FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares or FCB. The ownership interests of BancShares and FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares and/or FCB (i) is a corporation, limited liability company, or other entity corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of its jurisdiction the State of incorporation, organization, or formation, (ii) Delaware and has all the requisite corporate power and authority to own, lease, lease and operate its assets and properties and assets and to conduct carry on its business as presently it is now being conducted. Each of Holdco and Parent Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being 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 licensedhave such Approvals would not, qualified, individually or in good standing has not had and would not the aggregate, reasonably be expected to have a Material Adverse Effect on BancSharesParent and its Subsidiaries taken as a whole. The outstanding capital stock or other outstanding equity or ownership interests Complete and correct copies of each Subsidiary the Charter Documents of BancShares and/or FCB Holdco and Parent Merger Sub, as currently in effect, have been heretofore delivered to the Company or its counsel. Neither Holdco nor Parent Merger Sub is in violation of any of the provisions of its Charter Documents. (c) Company Merger Sub is a limited liability company duly organized, validly authorized existing and are validly issuedin good standing under the laws of the State of New York and has the requisite limited liability company power and authority to own, fully paidlease and operate its assets and properties and to carry on its business as it is now being conducted. Company Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries taken as a whole. Complete and correct copies of the Charter Documents of Company Merger Sub, as currently in effect, have been heretofore delivered to the Company or its counsel. Company Merger Sub is not in violation of any of the provisions of its Charter Documents. (d) Each of Holdco, Parent Merger Sub and Company Merger Sub is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries taken as a whole. (e) Neither Holdco, Parent Merger Sub nor Company Merger Sub has any assets or properties of any kind, does not now conduct and has never conducted any business, and non-assessable. No shares of capital stock has and will have at the Closing no obligations or other equity or ownership interests liabilities of any Subsidiary of BancShares and/or FCB nature whatsoever, except for such obligations as 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 BancShares and/or FCB, or any other debt or equity security of any Subsidiary of BancShares and/or FCB; 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 BancShares and/or 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 BancShares nor FCB owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Personimposed under this Agreement.

Subsidiaries and Other Interests. Set forth on Schedule 5.2(b(a) Harmony has no Subsidiaries except for Merger Sub. Except for Merger Sub, Harmony does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Harmony has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the BancShares Disclosure Memorandum is a truedate hereof or as may hereafter be in effect under which it may become obligated to make, correctany future investment in or capital contribution to any other entity. (b) Except for Merger Sub, and complete list of all Subsidiaries of BancShares Harmony does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than FCBinvestments in short term investment securities). (c) and/or FCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ and/or FCB’s percentage ownership of each such Subsidiary. Each of BancShares and FCB owns beneficially and of record Merger Sub is a corporation incorporated under 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 BancShares or FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares or FCB. The ownership interests of BancShares and FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each laws of the Subsidiaries Province of BancShares and/or FCB (i) Ontario and is a corporation, limited liability company, or other entity duly organized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) and has all the requisite corporate power and authority to own, lease, lease and operate its assets and properties and assets and to conduct carry on its business as presently it is now being conducted. Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being 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 licensedhave such Approvals would not, qualified, individually or in good standing has not had and would not the aggregate, reasonably be expected to have a Material Adverse Effect on BancSharesHarmony. The outstanding capital stock or other outstanding equity or ownership interests Complete and correct copies of each Subsidiary the Charter Documents of BancShares and/or FCB Merger Sub, as amended and currently in effect, have been validly authorized heretofore delivered to the Company or its counsel. Merger Sub is not in violation of any of the provisions of its Charter Documents. (d) Merger Sub is duly qualified or licensed to do business and are validly issuedis in good standing in each jurisdiction where the character of the properties owned, fully paidleased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Harmony. (e) Merger Sub does not have any assets or properties of any kind, does not now conduct and has never conducted any business, and non-assessable. No shares of capital stock has and will have at the Closing no obligations or other equity or ownership interests liabilities of any Subsidiary of BancShares and/or FCB nature whatsoever, except for such obligations as 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 BancShares and/or FCB, or any other debt or equity security of any Subsidiary of BancShares and/or FCB; 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 BancShares and/or 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 BancShares nor FCB owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Personimposed under this Agreement.

Subsidiaries and Other Interests. Set forth on Schedule 5.2(b) Each Subsidiary of the BancShares Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares Commerce Union (other than FCBMerger Sub and Reliant) and/or FCB, as well as and each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ and/or FCB’s percentage ownership of each such Subsidiary. Each of BancShares and 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 BancShares or FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares or FCB. The ownership interests of BancShares and FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares and/or FCB (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 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 BancSharesEffect. The ownership interests of Commerce Union and Reliant in their respective Subsidiaries are in compliance with all applicable Laws, except where the failure 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 BancShares Commerce Union and/or FCB 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 BancShares Commerce Union and/or FCB 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 BancShares Commerce Union and/or FCBReliant, or any other debt or equity security of any Subsidiary of BancShares Commerce Union and/or FCBReliant; 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 BancShares Commerce Union and/or FCB 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 BancShares Commerce Union nor FCB 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 5.2(b) of the BancShares Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares (other than FCB) and/or FCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ and/or FCB’s percentage ownership of each such Subsidiary. Each of BancShares and 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 BancShares or FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares or FCB. The ownership interests of BancShares and FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares Reliant and/or FCB 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 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 BancSharesReliant. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares Reliant and/or FCB 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 BancShares Reliant and/or FCB 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 BancShares Reliant and/or FCBReliant Bank, or any other debt or equity security of any Subsidiary of BancShares Reliant and/or FCBReliant 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 BancShares Reliant and/or FCB 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 BancShares Reliant nor FCB 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 5.2(b4.2(b) of the BancShares First Advantage Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares the Company (other than FCBthe Bank) and/or FCBthe Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ the Company’s and/or FCBthe Bank’s percentage ownership of each such Subsidiary. Each of BancShares the Company and FCB 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 BancShares the Company or FCB the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares the Company or FCBthe Bank. The ownership interests of BancShares the Company and FCB the Bank in their respective Subsidiaries are in full compliance with all applicable Laws. Each of the Subsidiaries of BancShares the Company and/or FCB 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 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 BancSharesthe Company. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares the Company and/or FCB 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 BancShares the Company and/or FCB 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 BancShares the Company and/or FCBthe Bank, or any other debt or equity security of any Subsidiary of BancShares the Company and/or FCBthe 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 BancShares the Company and/or FCB 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 BancShares the Company nor FCB 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 5.2(b4.2(b) of the BancShares TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares TCB Holdings (other than FCBthe Bank) and/or FCBthe Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancSharesTCB Holdings’ and/or FCBthe Bank’s percentage ownership of each such Subsidiary. Each Except as set forth on Schedule 4.2(b) of BancShares the TCB Holdings Disclosure Memorandum, each of TCB Holdings and FCB 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 BancShares TCB Holdings or FCB the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares TCB Holdings or FCBthe Bank. The ownership interests of BancShares TCB Holdings and FCB 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 BancShares TCB Holdings (other than the Bank) and/or FCB 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 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 BancSharesEffect. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares TCB Holdings and/or FCB 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 BancShares TCB Holdings and/or FCB 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 BancShares TCB Holdings and/or FCBthe Bank, or any other debt or equity security of any Subsidiary of BancShares TCB Holdings and/or FCBthe 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 BancShares TCB Holdings and/or FCB 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 BancShares TCB Holdings nor FCB 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 5.2(b4.2(b) of the BancShares Capstone Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares Bancshares (other than FCBCapstone) and/or FCBCapstone, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancSharesBancshares’ and/or FCBCapstone’s percentage ownership of each such Subsidiary. Each of BancShares Bancshares and FCB 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 BancShares Bancshares or FCB Capstone to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares Bancshares or FCBCapstone. The ownership interests of BancShares Bancshares and FCB Capstone in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares Bancshares and/or FCB 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 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 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 BancSharesEffect. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares Bancshares and/or FCB 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 BancShares Bancshares and/or FCB 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 BancShares Bancshares and/or FCBCapstone, or any other debt or equity security of any Subsidiary of BancShares Bancshares and/or FCBCapstone; 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 BancShares Bancshares and/or FCB 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 BancShares Bancshares nor FCB Capstone owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.