Common use of Target Subsidiaries Clause in Contracts

Target Subsidiaries. TARGET has Previously Disclosed all of the ------------------- TARGET Subsidiaries as of the date of this Agreement. TARGET owns all of the issued and outstanding shares of capital stock of TARGET Bank, and TARGET Bank owns all of the issued and outstanding stock of each other TARGET Subsidiary. No equity securities of any TARGET Subsidiary are or may become required to be issued (other than to a TARGET Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any TARGET Subsidiary is bound to issue (other than to a TARGET Company) additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock or by which any TARGET Company is or may be bound to transfer any shares of the capital stock of any TARGET Subsidiary (other than to a TARGET Company). There are no Contracts relating to the rights of any TARGET Company to vote or to dispose of any shares of the capital stock of any TARGET Subsidiary. All of the shares of capital stock of each TARGET Subsidiary held by a TARGET Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the TARGET Company free and clear of any Lien. Each TARGET Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each TARGET Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET. Each TARGET Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.

Target Subsidiaries. TARGET has Previously Disclosed all of the ------------------- TARGET Subsidiaries as of the date of this Agreement. TARGET owns all of the issued and outstanding shares of capital stock of TARGET Bank, and TARGET Bank owns all of the issued and outstanding stock of each other TARGET Subsidiary. No equity securities of any TARGET (a) Each Target Subsidiary are or may become required to be issued (other than to that is a TARGET Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any TARGET Subsidiary is bound to issue (other than to a TARGET Company) additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock or by which any TARGET Company is or may be bound to transfer any shares of the capital stock of any TARGET Subsidiary (other than to a TARGET Company). There are no Contracts relating to the rights of any TARGET Company to vote or to dispose of any shares of the capital stock of any TARGET Subsidiary. All of the shares of capital stock of each TARGET Subsidiary held by a TARGET Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the TARGET Company free and clear of any Lien. Each TARGET Subsidiary is either a bank or a corporation, and is duly organizedincorporated, validly existingexisting and, and (as to corporations) where applicable, in good standing under the Laws of the its jurisdiction in which it is incorporated or organized, of incorporation and has the requisite corporate power power, authority and authority all necessary for it government approvals and licenses to own, lease and operate its Assets properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect. All outstanding shares of stock of each Target Subsidiary that is a corporation have been duly authorized, are validly issued, fully paid and nonassessable, and are not subject to any rights of first offer, rights of first refusal, tag-along rights or any other preemptive rights and are owned by Target and/or another Target Subsidiary and, except as disclosed in Section 3.2(a) of the Target Disclosure Letter, are so owned free and clear of all Encumbrances. (b) Each TARGET Target Subsidiary that is a partnership, limited liability company or trust is duly organized, validly existing and, where applicable, in good standing under the Laws of its jurisdiction of organization and has the requisite power, authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect. All equity interests in each Target Subsidiary that is a partnership, limited liability company, trust or other entity have been duly authorized and are validly issued and are owned by Target and/or another Target Subsidiary and, except as disclosed in Section 3.2(b) of the Target Disclosure Letter, are so owned free and clear of all Encumbrances. (c) Each Target Subsidiary is duly qualified or licensed to transact do business as a foreign corporation and is, where applicable, in good standing in each jurisdiction in which the States nature of its business or the United States and foreign ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the character of its Assets or the nature or conduct of its business requires it failure to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect on TARGETEffect. (d) Except as set forth in Section 3.2(d) of the Target Disclosure Letter, there are no outstanding options, warrants or other rights to acquire ownership interests from any Target Subsidiary. Each TARGET Target has heretofore made available to Purchasers complete and correct copies of the charter, by-laws, partnership agreements, operating agreements or other organizational documents of each of the Target Subsidiaries, each as amended to date, and each such instrument or agreement is in full force and effect as of the date hereof. Section 3.2(d) of the Target Disclosure Letter sets forth (i) all Target Subsidiaries and their respective jurisdictions of incorporation or organization, (ii) each owner and the respective amount of such owner's equity interest in each Target Subsidiary that and (iii) a list of each jurisdiction in which each Target Subsidiary is a depository institution is an insured institution qualified or licensed to do business and each assumed name under which each such Target Subsidiary conducts business in any jurisdiction. Except as defined set forth in Section 3.2(d) of the Federal Deposit Insurance Act and applicable regulations thereunderTarget Disclosure Letter, Target does not directly or indirectly own any equity or similar interests in any other Person, or any interest convertible into or exchangeable or exercisable for any equity or similar interests in any other Person.

Target Subsidiaries. TARGET has Previously Disclosed all (a) Set forth on Section 4.5(a) of the ------------------- TARGET Subsidiaries as Target Disclosure Letter is a complete and accurate list of each Subsidiary of Target and the jurisdiction of organization of such Subsidiaries. Each Subsidiary of Target is duly organized, validly existing and in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the date of this Agreement. TARGET owns all United States) under the laws of the issued jurisdiction of its organization and has all requisite corporate power and authority to own its material property and to carry on its business as now being conducted. (b) Set forth on Section 4.5(b) of the Target Disclosure Letter is a complete and accurate list of jurisdictions in which each Subsidiary of Target is qualified or licensed to do business. Each Subsidiary of Target is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character or location of the properties owned, leased or operated by such Subsidiary or the nature of the business conducted by such Subsidiary make such qualification or licensing necessary, except for such jurisdictions where the failure to be so qualified or licensed and in good standing would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect with respect to Target. (c) Each Subsidiary of Target has the capitalization set forth on Section 4.5(c) of the Target Disclosure Letter. All of the outstanding shares of capital stock or other equity securities or voting interests, as the case may be, of TARGET Bankeach Subsidiary of Target have been duly authorized and validly issued, are fully paid and TARGET Bank owns all nonassessable and were not issued in violation of any preemptive rights, and, except as set forth on Section 4.5(c) of the issued Target Disclosure Letter are owned, of record and outstanding stock beneficially, by Target or a Subsidiary of each other TARGET Subsidiary. No equity securities Target, free and clear of any TARGET Subsidiary are or may become required to be issued (all Liens, other than to a TARGET Company) by reason of any Permitted Lien. There are no outstanding or authorized options, warrants, scriprights, rights to subscribe tosubscriptions, callsclaims of any character, agreements, obligations, convertible or exchangeable securities, or commitments of any character whatsoever other commitments, contingent or otherwise relating toto the capital stock of, or other equity or voting interest in, any Subsidiary of Target or any securities or rights convertible into or into, exchangeable for, shares or evidencing the right to subscribe for or acquire any capital stock of, or other equity or voting interest in, such Subsidiary, other than such rights granted to Target or a Subsidiary of Target. There is no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, any Subsidiary of Target. No Subsidiary of Target has any authorized or outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equityholders of any such Subsidiary, and there Subsidiary of Target on any matter. There are no Contracts by to which any TARGET Subsidiary of Target is bound to issue (other than to a TARGET Company) additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock party or by which any TARGET Company is or may be they are bound to transfer (i) repurchase, redeem or otherwise acquire any shares of the capital stock of, or other equity or voting interest in, any Subsidiary of Target or any TARGET Subsidiary other Person or (other than to a TARGET Company). There are no Contracts relating to the rights of any TARGET Company to ii) vote or to dispose of any shares of the capital stock of, or other equity or voting interest in, any Subsidiary of Target. There are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock of, or other equity or voting interest in, any Subsidiary of Target. (d) Neither Target nor any of its Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as set forth on Section 4.5(a) of the Target Disclosure Letter. (e) Except as set forth on Section 4.5(e) of the Target Disclosure Letter, there are no restrictions of any TARGET Subsidiary. All kind which prevent or restrict the payment of the shares dividends or other distributions by Target or any of capital stock of each TARGET Subsidiary held Target’s Subsidiaries other than those imposed by a TARGET Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the TARGET Company free and clear of any Lien. Each TARGET Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of general applicability of their respective jurisdictions of organization. (f) Neither Target nor any of its Subsidiaries (i) is resident within the jurisdiction in United Kingdom, the Channel Islands or the Isle of Man and (ii) at any time during the ten (10) years prior to the date of this agreement has (w) equity share capital which it is incorporated or organized, and has been admitted to the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each TARGET Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States Official List of the United States and foreign jurisdictions where UK Listing Authority, (x) published dealings in their equity share capital in a newspaper on a regular basis for a continuous period of at least six (6) months, (y) equity share capital which has been subject to a marketing arrangement as described in Section 163(2)(b) of the character of its Assets Companies Axx 0000 (e.g., their shares have been dealt in on AIM, PLUS or the nature Professional Securities Market), or conduct (z) filed a prospectus for the issue of its business requires it equity share capital with the UK Registrar. (g) Target has made available to Parent complete and correct copies of the Organizational Documents of the Target and each of the Subsidiaries (including copies of all the resolutions and any other documents required under the laws of any applicable jurisdiction to be so qualified annexed or licensed, except for incorporated to such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET. Each TARGET Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunderOrganizational Documents).

Target Subsidiaries. TARGET Target has Previously Disclosed disclosed in Section 5.4 of the Target Disclosure Memorandum all of the ------------------- TARGET Target Subsidiaries as that are corporations (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and all of the date Target Subsidiaries that are general or limited partnerships, limited liability companies, or other non-corporate entities (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of this Agreementthe ownership interest therein). TARGET Except as disclosed in Section 5.4 of the Target Disclosure Memorandum, Target or one of its Subsidiaries owns all of the issued and outstanding shares of capital stock of TARGET Bank, and TARGET Bank owns all of the issued and outstanding stock (or other equity interests) of each other TARGET Target Subsidiary. No capital stock (or other equity securities interest) of any TARGET Target Subsidiary are is or may become required to be issued (other than to a TARGET Companyanother Target Entity) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such SubsidiaryEquity Rights, and there are no Contracts by which any TARGET Target Subsidiary is bound to issue (other than to a TARGET Companyanother Target Entity) additional shares of its capital stock (or options, warrants, other equity interests) or rights to purchase or acquire any additional shares of its capital stock Equity Rights or by which any TARGET Company Target Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any TARGET Target Subsidiary (other than to a TARGET Companyanother Target Entity). There Except as disclosed in Section 5.4 of the Target Disclosure Memorandum, there are no Contracts relating to the rights of any TARGET Company Target Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any TARGET Target Subsidiary. All of the shares of capital stock (or other equity interests) of each TARGET Target Subsidiary held by a TARGET Company Target Entity are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the TARGET Company Target Entity free and clear of any Lien. Each TARGET Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (Except as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each TARGET Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET. Each TARGET Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.disclosed in

Target Subsidiaries. TARGET has Previously Disclosed all of ------------------- the ------------------- TARGET Subsidiaries as of the date of this Agreement. TARGET owns all of the issued and outstanding shares of capital stock of TARGET Bank, and TARGET Bank owns all of the issued and outstanding stock of each other TARGET Subsidiary. No equity securities of any TARGET Subsidiary are or may become required to be issued (other than to a TARGET Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any TARGET Subsidiary is bound to issue (other than to a TARGET Company) additional shares of its capital stock or options, warrants, warrants or rights to purchase or acquire any additional shares of its capital stock or by which any TARGET Company is or may be bound to transfer any shares of the capital stock of any TARGET Subsidiary (other than to a TARGET Company). There are no Contracts relating to the rights of any TARGET Company to vote or to dispose of any shares of the capital stock of any TARGET Subsidiary. All of the shares of capital stock of each TARGET Subsidiary held by a TARGET Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the TARGET Company free and clear of any Lien. Each TARGET Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each TARGET Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET. Each TARGET Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.

Target Subsidiaries. TARGET Target has Previously Disclosed all of the ------------------- TARGET Target Subsidiaries as of the date of this Agreement. TARGET Target owns all of the issued and outstanding shares of capital stock of TARGET Target Bank, and TARGET Target Bank owns all of the issued and outstanding stock of each other TARGET Target Subsidiary. No equity securities of any TARGET Target Subsidiary are or may become required to be issued (other than to a TARGET Target Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any TARGET Target Subsidiary is bound to issue (other than to a TARGET Target Company) additional shares of its capital stock or options, warrants, warrants or rights to purchase or acquire any additional shares of its capital stock or by which any TARGET Target Company is or may be bound to transfer any shares of the capital stock of any TARGET Target Subsidiary (other than to a TARGET Target Company). There are no Contracts relating to the rights of any TARGET Target Company to vote or to dispose of any shares of the capital stock of any TARGET Target Subsidiary. All of the shares of capital stock of each TARGET Target Subsidiary held by a TARGET Target Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the TARGET Target Company free and clear of any Lien. Each TARGET Target Subsidiary is either a bank or a corporation, and is duly organized, validly existing, existing and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each TARGET Target Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGETTarget. Each TARGET Target Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.