Common use of Ownership of Subsidiary Clause in Contracts

Ownership of Subsidiary. Seller's sole operating subsidiary is UMSI, a Delaware corporation. The authorized capital stock of UMSI consists of 100 shares of UMSI Common, par value $20.00 per share. No other classes of capital stock of UMSI are authorized. As of the date hereof, one share of UMSI Common is issued and outstanding, and no other shares of capital stock of UMSI are issued and outstanding. All outstanding shares of UMSI Common have been duly authorized and are validly issued, fully paid and nonassessable. No shares of capital stock have been reserved for any purpose. UMSI has no Rights authorized, issued or outstanding with respect to the capital stock of UMSI. Seller is the sole holder of 100% of the issued and outstanding capital stock of UMSI, free and clear of all Liens, encumbrances, charges, defaults, pledges or equitable interests other than the Lien of BancFirst. UMSI is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia with full corporate power and authority to carry on its business as it is currently being conducted in any other state of the United States or foreign jurisdiction where such failure would have a material adverse effect on the financial condition, results of operations, business or business prospects of UMSI.