Xxxxx Subsidiaries. Section 3.3 of the Xxxxx Disclosure Schedule sets forth a list of all subsidiaries of Xxxxx (individually, a “Xxxxx Subsidiary”, and collectively, the “Xxxxx Subsidiaries”) and their respective jurisdictions of incorporation. Other than the Xxxxx Subsidiaries, Xxxxx does not own or control, directly or indirectly, any membership interest, partnership interest, joint venture interest, other equity interest or any other capital stock of any Person, and except as set forth in Section 3.3 of the Xxxxx Disclosure Schedule, there are no silent partnerships, sub-participations and/or similar rights, including any participatory loans with respect to Xxxxx or any Xxxxx Subsidiary. Xxxxx is the record and beneficial owner of all the outstanding shares of capital stock, voting securities or other ownership interests of each Xxxxx Subsidiary, free and clear of any liens, mortgages, claims, restrictions, pledges, or other claims or encumbrances of any kind (“Liens”) or limitations on voting rights. All of such shares of capital stock, voting securities and other ownership interests have been duly and validly issued and are fully paid and nonassessable and no capital has been repaid in violation of mandatory capital maintenance rules. There are no outstanding bonds, debentures, notes or other indebtedness or securities of any Xxxxx Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of any Xxxxx Subsidiary may vote. There are no voting trusts or other agreements or understandings with respect to the voting of capital stock of any Xxxxx Subsidiary. Xxxxx and the Xxxxx Subsidiaries do not provide any of the services or engage in any of the activities described on Section 14.1(5) of the Investment Canada Act.
Xxxxx Subsidiaries. Xxxxx has disclosed in Section 5.4 of the Xxxxx Disclosure Memorandum all of the Xxxxx Subsidiaries that are corporations (identifying its jurisdiction of incorporation, each jurisdiction in which in which the character of its Assets or the nature or conduct of its business requires it to be 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 Xxxxx 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 the character of its Assets or the nature or conduct of its business requires it to be qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Xxxxx Disclosure Memorandum, Xxxxx or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Xxxxx Subsidiary. No capital stock (or other equity interest) of any Xxxxx Subsidiary is or may become required to be issued (other than to another Xxxxx Entity) by reason of any Equity Rights, and there are no Contracts by which any Xxxxx Subsidiary is bound to issue (other than to another Xxxxx Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Xxxxx Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Xxxxx Subsidiary (other than to another Xxxxx Entity). There are no Contracts relating to the rights of any Xxxxx Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Xxxxx Subsidiary. All of the shares of capital stock (or other equity interests) of each Xxxxx Subsidiary held by a Xxxxx Entity are fully paid and (except pursuant to 12 USC Section 55 in the case of national banks and comparable, applicable state Law, if any, in the case of state depository institutions) nonassessable and are owned by the Xxxxx Entity free and clear of any Lien. Except as disclosed in Section 5.4 of the Xxxxx Disclosure Memorandum, each Xxxxx Subsidiary is either a bank or a corporation, and each such Subsidiary 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...
Xxxxx Subsidiaries. (a) Schedule 2.2 to the Xxxxx Disclosure Letter sets forth (i) each Xxxxx Subsidiary and each Xxxxx Non-Controlled Subsidiary, (ii) the ownership interest therein of Xxxxx, (iii) if not directly or indirectly wholly owned by Xxxxx, the identity and ownership interest of each of the other owners of such Xxxxx Subsidiary, (iv) each property owned by such Xxxxx Subsidiary, and (v) if such property is not wholly owned by such Xxxxx Subsidiary, the identity and ownership interest of each of the other owners of such property. As used in this Agreement, (i) "
Xxxxx Subsidiaries. Xxxxx or Xxxxx Bank owns all of the issued and outstanding shares of capital stock (or other equity interests) of the Xxxxx Subsidiaries. The deposits in Xxxxx Bank are insured by 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 Xxxxx, threatened. Each Xxxxx Subsidiary is duly organized, validly existing and in good standing under the Laws of the State of its organization, is authorized under applicable Laws to engage in its business as now conducted and otherwise has the corporate (or comparable) power and authority to own or lease all of its Assets and to conduct its business in the manner in which its business is now being conducted.
Xxxxx Subsidiaries. Promptly upon payment of the obligations to the Corky's Shareholders, Borrower shall merge each of CMBC, Peachtree Pretzel and Sunshine Pretzel into Borrower and shall deliver evidence in form and substance reasonably satisfactory to Lender of such merger to Lender.
