Issuance of Holdings Shares. The Holdings Shares shall be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under any agreements entered into at the Contribution Closing by all of the Rollover Shareholders) when issued.
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Samples: Contribution Agreement (McGraw-Hill Global Education Intermediate Holdings, LLC), Contribution Agreement (Huang Julia), Contribution Agreement (Ding Shawn)
Issuance of Holdings Shares. The Holdings Shares shall will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under any agreements entered into at the Contribution Closing by all of the Rollover Shareholders) when issued.
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