Acquiror Shares. Acquiror hereby represents, warrants and covenants that the Acquiror Shares issuable to Beneficiaries as described herein will be duly authorized and validly issued, fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.
Acquiror Shares. 2.1(a) Acquiror Subsidiary and Acquiror Subsidiaries................... 5.1
Acquiror Shares. The issuance, transfer and delivery of the Acquiror Shares hereunder have been duly authorized by all required corporate action on the part of Acquiror, and when issued, transferred and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens.
Acquiror Shares. All shares of common stock, par value $4.00, of Bank (the “Bank Common Stock”) that are owned by Acquiror, if any, shall be canceled and retired and shall cease to exist and no cash, Acquiror Common Stock or other consideration shall be delivered in exchange therefor.
Acquiror Shares. (a) No fractional Acquiror Shares shall be issued to Former Company Shareholders. The number of Acquiror Shares to be issued to Former Company Shareholders shall be rounded down to the nearest whole Acquiror Share in the event that a Former Company Shareholder is entitled to a fractional share representing less than a whole Acquiror Share.
(b) All Acquiror Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for the purposes of the BCBCA.
Acquiror Shares. The Acquiror Shares to be issued pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of Acquiror, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities, will be listed for trading on the NYSE, and will not be subject to any contractual or other restrictions on transferability or voting, provided that Acquiror Shares so issuable to any Persons that Acquiror reasonably determines to be an “affiliate” of Acquiror as such term is defined in Rule 144 under the U.S. Securities Act, or to have been such an “affiliate” in the 90 days prior to the date of issuance of such Acquiror Shares, shall be represented by a certificate bearing a restrictive legend.
Acquiror Shares. Notwithstanding anything herein to the contrary, the shares of Acquiror Common Stock and issued in connection with the Contemplated Transactions will be subject to (i) the terms and conditions of, including any restrictions and encumbrances provided for under, this Agreement, Acquiror’s articles of association and other organizational documents, as may be amended, or amended and restated, from time to time, and the Cooperation Agreement or any other Contract entered into by the Party to whom all such shares were issued, and (ii) applicable securities and corporate Laws.
Acquiror Shares. 4 4.5 No Violations or Consents................................... 5 4.6 Litigation.................................................. 5 4.7
Acquiror Shares. The Acquiror Shares to be issued in connection with the Merger have been duly authorized and, when issued as contemplated hereby at the Effective Time, will be validly issued, fully paid and non-assessable, and not subject to any preemptive rights or other rights or interests of third parties.
Acquiror Shares. All shares of Acquiror Common Stock which may be issued pursuant to the First Merger will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Acquiror or any Contract to which Acquiror is a party or by which it is bound. Acquiror has a sufficient stockholder-approved reserve of unallocated shares under its 2007 Equity Incentive Plan to cover the Acquiror RSUs to be issued pursuant to Section 1.9(a)(iv) hereof.
