Common use of Exchange Shares Clause in Contracts

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

Appears in 11 contracts

Samples: Exchange Agreement, Exchange Agreement, Exchange Agreement

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Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessablenon-assessable free and clear of any liens or encumbrances, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

Appears in 10 contracts

Samples: Exchange Agreement (Bridgewater Bancshares Inc), Exchange Agreement (Bridgewater Bancshares Inc), Exchange Agreement (Bridgewater Bancshares Inc)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary actionaction except for the approval of the Articles Amendment Proposal by the Requisite Shareholder Vote, and, when issued and delivered pursuant to this AgreementAgreement following receipt of such Shareholder Requisite Vote, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

Appears in 3 contracts

Samples: Exchange Agreement, Exchange Agreement (FNB United Corp.), Exchange Agreement

Exchange Shares. The When issued and delivered pursuant to this Agreement, the Exchange Shares have been will be duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

Appears in 2 contracts

Samples: Exchange Agreement (Carver Bancorp Inc), Exchange Agreement

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary corporate action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessablenon-assessable free and clear of any liens or encumbrances, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

Appears in 2 contracts

Samples: Exchange Agreement (CJA Private Equity Restructuring Master Fund I LP), Exchange Agreement (Coastal Financial Corp)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessablenon-assessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

Appears in 2 contracts

Samples: Exchange Agreement (Heritage Oaks Bancorp), Exchange Agreement (Heritage Oaks Bancorp)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary actionauthorized, and, when issued and delivered pursuant to this Agreementupon the terms hereof, such Exchange Shares will be duly fully paid, nonassessable and validly issued free of statutory preemptive rights and fully paid and nonassessable, will not be issued in violation of any contractual stockholder preemptive rights, and will not subject with no personal liability attaching to the holder thereof to personal liabilityownership thereof.

Appears in 2 contracts

Samples: Exchange Agreement (BlackRock Inc.), Exchange Agreement (BlackRock Inc.)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessablenon-assessable free and clear of any liens or encumbrances, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.. 

Appears in 1 contract

Samples: Exchange Agreement (Guaranty Bancorp)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary action, andShares, when issued and delivered pursuant to in accordance with this Agreement, such Exchange Shares will be duly and validly issued issued, fully paid, and fully paid and nonassessable, will not be issued in violation of any preemptive rightsnon-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. However, the Exchange Shares are not registered and therefore are subject the holder thereof to personal liabilitysubstantial restrictions.

Appears in 1 contract

Samples: Share Exchange Agreement (Pipeline Technologies Inc)

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Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to in accordance with this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessablenon-assessable free and clear of any liens or encumbrances, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

Appears in 1 contract

Samples: Exchange Agreement (First NBC Bank Holding Co)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary actionaction on the part of the Company, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessablenon-assessable, and will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

Appears in 1 contract

Samples: Exchange Agreement (Alliance Data Systems Corp)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to in accordance with the terms of this Agreement, such Exchange Shares will be duly and validly issued and issued, fully paid and nonassessable, will not be issued in violation of any non-assessable and free from all preemptive or similar rights, taxes, liens and will not subject charges with respect to the holder thereof to personal liabilityissue thereof.

Appears in 1 contract

Samples: Exchange Agreement (MGT Capital Investments Inc)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary actionauthorized, and, when issued and delivered pursuant to this Agreementupon the terms hereof, such Exchange Shares (i) will be duly fully paid, nonassessable and validly issued free of statutory preemptive rights and fully paid and nonassessable, will not be issued in violation of any contractual stockholder preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) will not subject be registered in the holder thereof to personal liabilityname of each Fund in the amount set forth on Schedule I hereto on the books of the Company.

Appears in 1 contract

Samples: Exchange Agreement (Equity Lifestyle Properties Inc)

Exchange Shares. The Exchange Shares have been duly and validly authorized by all necessary action, andShares, when issued and delivered pursuant to in accordance with this Agreement, such Exchange Shares will be duly and validly issued issued, fully paid, and fully paid and nonassessable, will not be issued in violation of any preemptive rightsnon-assessable, and will not subject be free of restrictions on transfer other than restrictions on transfer under this Agreement and the holder thereof to personal liabilityRegistration Rights Agreement and under applicable state and federal securities laws.

Appears in 1 contract

Samples: Merger Agreement (Imc Mortgage Co)

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