Common use of Subsidiaries; Equity Investments Clause in Contracts

Subsidiaries; Equity Investments. (i) (A) Section 5.01(c)(i) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the Company, (B) the Company owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company or any of its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company or any of its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the Company’s rights to vote or to dispose of such securities and (F) all the equity securities of the Company’s Subsidiaries held by the Company or its Subsidiaries are fully paid and nonassessable and are owned by the Company or its Subsidiaries free and clear of any Liens. The Company Bank is the only Significant Subsidiary of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Merger (KNBT Bancorp Inc), Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp)

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Subsidiaries; Equity Investments. (i) (A) Section 5.01(c)(i5.02(c)(i) of the Company Parent Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the CompanyParent, (B) the Company Parent owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company Parent or any of its wholly-wholly owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company Parent or any of its wholly-wholly owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the Company’s Parent's rights to vote or to dispose of such securities and (F) all the equity securities of the Company’s Parent's Subsidiaries held by the Company Parent or its Subsidiaries are fully paid and nonassessable and are owned by the Company Parent or its Subsidiaries free and clear of any Liens. The Company Bank is the only Significant Subsidiary of the Company.

Appears in 1 contract

Samples: Shareholder Agreement (Chester Valley Bancorp Inc)

Subsidiaries; Equity Investments. (i) (A) Section 5.01(c)(i5.02(c)(i) of the Company Parent Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the CompanyParent, (B) the Company Parent owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company Parent or any of its wholly-wholly owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company Parent or any of its wholly-wholly owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the CompanyParent’s rights to vote or to dispose of such securities and (F) all the equity securities of the CompanyParent’s Subsidiaries held by the Company Parent or its Subsidiaries are fully paid and nonassessable and are owned by the Company Parent or its Subsidiaries free and clear of any Liens. The Company Bank is the only Significant Subsidiary of the Company.

Appears in 1 contract

Samples: Shareholder Agreement (Willow Grove Bancorp Inc/New)

Subsidiaries; Equity Investments. (i) (A) Section 5.01(c)(i) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the Company, (B) the Company owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company or any of its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company or any of its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the Company’s 's rights to vote or to dispose of such securities and (F) all the equity securities of the Company’s 's Subsidiaries held by the Company or its Subsidiaries are fully paid and nonassessable and are owned by the Company or its Subsidiaries free and clear of any Liens. The Company Bank is the only Significant Subsidiary of the Company.

Appears in 1 contract

Samples: Shareholder Agreement (Chester Valley Bancorp Inc)

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Subsidiaries; Equity Investments. (i) (A) Section 5.01(c)(i) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the Company, (B) the Company owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company or any of its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company or any of its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the Company’s rights to vote or to dispose of such securities and (F) all the equity securities of the Company’s Subsidiaries held by the Company or its Subsidiaries are fully paid and nonassessable and are owned by the Company or its Subsidiaries free and clear of any Liens. The Company Bank is the only Significant Subsidiary of the Company.

Appears in 1 contract

Samples: Shareholder Agreement (Willow Grove Bancorp Inc/New)

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