Common use of Organization, Qualification and Subsidiaries Clause in Contracts

Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a South Carolina corporation and as a South Carolina bank holding company. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets, financial condition or operations of such Subsidiary or the Company. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and the Company and each Subsidiary has the corporate power and authority and all necessary licenses, permits and franchises to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non-assessable. Except as set forth on Schedule 3.1 hereto, as of the date hereof, (a) the Company has no Subsidiaries; and (b) the Company does not own, directly or indirectly, more than 1% or $250,000 in fair market value, whichever is greater, of the total outstanding shares of any class of capital stock of any other Person.

Appears in 1 contract

Sources: Credit Agreement (First Financial Holdings, Inc.)

Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a South Carolina Massachusetts corporation and as a South Carolina registered bank holding companycompany under the Bank Holding Company Act of 1956. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might would reasonably be expected to have a Material adverse impact on the consolidated assets, financial condition or operations of such Subsidiary or the CompanyAdverse Effect. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and the Company and each Subsidiary has the corporate power and authority and all necessary licenses, permits and franchises to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non-assessablenon‑assessable. Except as set forth on Schedule 3.1 attached hereto, as of the date hereof, (a) the Company has no Subsidiaries; and (b) the Company does not own, directly or indirectly, more than 125% or $250,000 in fair market value10,000,000, whichever is greater, of the total outstanding shares of any class of capital stock of any other Person.

Appears in 1 contract

Sources: Credit Agreement (Independent Bank Corp)