Common use of Target Subsidiaries Clause in Contracts

Target Subsidiaries. The only Subsidiary of Target other than Orange Park and St. Marys is First National Insurance Agency, Inc. (the “Insurance Agency”). Target owns all of the issued and outstanding shares of capital stock of each 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 (except pursuant to 12 U.S.C. §55) 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. None of the outstanding shares of capital stock of any Target Subsidiary has been issued in violation of any preemptive rights of the current or past shareholders of any Target Company. Each Target Subsidiary is either a national banking association 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. The only Subsidiary Target has disclosed in Section 4.5 of its Disclosure Memorandum each of the Target Subsidiaries that is a corporation (identifying its jurisdiction of incorporation) and each of the Target Subsidiaries that is a general or limited partnership, limited liability company, or other than Orange Park and St. Marys non-corporate entity (identifying the Law under which such entity is First National Insurance Agency, Inc. (the “Insurance Agency”organized). Target or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Target Subsidiary. No capital stock (or other equity securities interest) of any Target Subsidiary are is or may become required to be issued (other than to a another Target CompanyEntity) 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 Subsidiary is bound to issue (other than to a another Target CompanyEntity) 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 Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Target Subsidiary (other than to a another Target CompanyEntity). There are no Contracts relating to the rights of any Target Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Target Subsidiary. All of the shares of capital stock (or other equity interests) of each Target Subsidiary held by a Target Company Entity are fully paid and (except pursuant to 12 U.S.C. §55) nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Target Company Entity free and clear of any Lien. None of the outstanding shares of capital stock of any Target Subsidiary has been issued in violation of any preemptive rights of the current or past shareholders of any Target Company. Each Target Subsidiary is either a national banking association 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 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 entity 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 depository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder, and the deposits in which are insured by the Deposit Insurance Fund to the maximum amount permitted by applicable Law. The Asset Management Subsidiary is registered under the Investment Advisers Act of 1940, as amended.

Target Subsidiaries. The only Subsidiary Target has disclosed in Section 4.5 of its Disclosure Memorandum each of the Target Subsidiaries that is a corporation (identifying its jurisdiction of incorporation) and each of the Target Subsidiaries that is a general or limited partnership, limited liability company, or other than Orange Park and St. Marys non-corporate entity (identifying the Law under which such entity is First National Insurance Agency, Inc. (the “Insurance Agency”organized). Target or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Target Subsidiary. No capital stock (or other equity securities interest) of any Target Subsidiary are is or may become required to be issued (other than to a another Target CompanyEntity) 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 Subsidiary is bound to issue (other than to a another Target CompanyEntity) 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 Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Target Subsidiary (other than to a another Target CompanyEntity). There are no Contracts relating to the rights of any Target Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Target Subsidiary. All of the shares of capital stock (or other equity interests) of each Target Subsidiary held by a Target Company Entity are fully paid and (except pursuant to 12 U.S.C. §55) nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Target Company Entity free and clear of any Lien. None of the outstanding shares of capital stock of any Target Subsidiary has been issued in violation of any preemptive rights of the current or past shareholders of any Target Company. Each Target Subsidiary is either a national banking association 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 (corporate, regulatory or otherwise) necessary for it to own, lease 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 entity 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 (including Target Bank) is an “insured institution depository institution” as defined in the Federal Deposit Insurance Act (the “FDIA”) and applicable regulations thereunder, the deposits in which are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the maximum amount permitted by applicable Law and all premiums and assessments required to be paid in connection therewith have been paid when due. No proceedings for the revocation or termination of such deposit insurance are pending or, to the Knowledge of Target, threatened. The articles or certificate of incorporation or other governing document of each Target Subsidiary comply with applicable Law. A complete and correct copy of the articles or certificate of incorporation or other governing documents of each Target Subsidiary, as amended and as currently in effect, has been Previously Disclosed.

Target Subsidiaries. (a) Section 2.5 of the Disclosure Schedule sets forth: (i) the number and type of outstanding securities/participation interest of each Target Subsidiary; (ii) the form of organization of each Target Subsidiary; and (iii) the names of the officers and directors of each Target Subsidiary. (b) Each Target Subsidiary is a limited liability partnership or a joint stock company duly organized, validly existing and in good standing under the laws of Kazakhstan. Each Target Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The only Seller has delivered to the Purchaser complete and accurate copies of the organizational documents of each Target Subsidiary. No Target Subsidiary is in default under or in violation of Target other than Orange Park and St. Marys is First National Insurance Agency, Inc. (the “Insurance Agency”)any provision of its organizational documents. Target owns all All of the issued and outstanding shares of capital stock or participation interests of each Target SubsidiarySubsidiary are duly authorized and validly issued and free of preemptive rights (other than as provided by Kazakhstan law), and the charter capital of each Target Subsidiary has been fully paid. No equity securities All shares or participation interests of any each Target Subsidiary are (or may become required to be issued (other than to a as of the Closing will be) held or owned directly by the Target Company) by reason free and clear of any restrictions on transfer, claims, security interests, options, warrants, scriprights, rights to subscribe tocontracts, calls calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments of any character whatsoever relating to, to which the Target 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 party or which are binding on any of its capital stock them providing for the issuance, disposition 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 acquisition of any shares of the capital stock or participation interests of any Target Subsidiary. All of There are no voting trusts, proxies or other agreements or understandings with respect to the shares of capital stock of each Target Subsidiary held by a Target Company are fully paid and (except pursuant to 12 U.S.C. §55) 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 voting of any Lien. None of the outstanding shares of capital stock or participation interests of any Target Subsidiary has been issued Subsidiary. (c) The Target does not control directly or indirectly or have any direct or indirect equity participation or similar interest in violation of any preemptive rights of the current corporation, partnership, limited liability company, joint venture, trust or past shareholders of any Target Company. Each Target Subsidiary is either a national banking other business association or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under entity other than 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 thereunderSubsidiaries.