Issuance of Horizon Common Stock. The Horizon Common Stock to be issued by Horizon to the shareholders of WBKC pursuant to this Agreement will, on the issuance and delivery to such shareholders pursuant to this Agreement, be duly authorized, validly issued, fully paid, and nonassessable. The shares of Horizon Common Stock to be issued to the shareholders of WBKC pursuant to this Agreement are and will be free of any preemptive rights of the shareholders of Horizon or any other person, firm, or entity. The Horizon Common Stock to be issued to the shareholders of WBKC pursuant to this Agreement will not be subject to any restrictions on transfer arising under the 1933 Act, except for Horizon Common Stock issued to any shareholder of WBKC who may be deemed to be an “affiliate” (under the Securities Act) of Horizon after completion of the Merger pursuant to Rule 145 of the Securities Act.
Appears in 2 contracts
Samples: Merger Agreement (Wolverine Bancorp, Inc.), Merger Agreement (Horizon Bancorp /In/)
Issuance of Horizon Common Stock. The Horizon Common Stock to be issued by Horizon to the shareholders of WBKC LPB pursuant to this Agreement will, on the issuance and delivery to such shareholders pursuant to this Agreement, be duly authorized, validly issued, fully paid, paid and nonassessable. The shares of Horizon Common Stock common stock to be issued to the shareholders of WBKC LPB pursuant to this Agreement are and will be free of any preemptive rights of the shareholders of Horizon or any other person, firm, firm or entity. The Horizon Common Stock common stock to be issued to the shareholders of WBKC LPB pursuant to this Agreement will not be subject to any restrictions on transfer arising under the 1933 Act, except for Horizon Common Stock common stock issued to any shareholder of WBKC LPB who may be deemed to be an “affiliate” (under the Securities Act) of Horizon after completion of the Merger pursuant to Rule 145 of the Securities Act.
Appears in 2 contracts
Samples: Merger Agreement (LaPorte Bancorp, Inc.), Agreement and Plan of Merger (Horizon Bancorp /In/)
Issuance of Horizon Common Stock. The Horizon Common Stock to be issued by Horizon to the shareholders of WBKC SBI pursuant to this Agreement will, on the issuance and delivery to such shareholders pursuant to this Agreement, be duly authorized, validly issued, fully paid, and nonassessable. The shares of Horizon Common Stock common stock to be issued to the shareholders of WBKC SBI pursuant to this Agreement are and will be free of any preemptive rights of the shareholders of Horizon or any other personPerson, firm, or entity. The Horizon Common Stock common stock to be issued to the shareholders of WBKC SBI pursuant to this Agreement will not be subject to any restrictions on transfer arising under the 1933 Act, except for Horizon Common Stock common stock issued to any shareholder of WBKC SBI who may be deemed to be an “affiliate” (under the Securities Act) of Horizon after completion of the Merger pursuant to Rule 145 of the Securities Act.
Appears in 1 contract
Issuance of Horizon Common Stock. The Horizon Common Stock to be issued by Horizon to the shareholders of WBKC Peoples pursuant to this Agreement will, on the issuance and delivery to such shareholders pursuant to this Agreement, be duly authorized, validly issued, fully paid, paid and nonassessable. The shares of Horizon Common Stock to be issued to the shareholders of WBKC Peoples pursuant to this Agreement are and will be free of any preemptive rights of the shareholders of Horizon or any other person, firm, firm or entity. The Horizon Common Stock to be issued to the shareholders of WBKC Peoples pursuant to this Agreement will not be subject to any restrictions on transfer arising under the 1933 Act, except for Horizon Common Stock issued to any shareholder of WBKC Peoples who may be deemed to be an “affiliate” (under the Securities Act) of Horizon after completion of the Merger pursuant to Rule 145 of the Securities Act.
Appears in 1 contract
Issuance of Horizon Common Stock. The Horizon Common Stock to be issued by Horizon to the shareholders of WBKC SCB pursuant to this Agreement will, on the issuance and delivery to such shareholders pursuant to this Agreement, be duly authorized, validly issued, fully paid, paid and nonassessable. The shares of Horizon Common Stock to be issued to the shareholders of WBKC SCB pursuant to this Agreement are and will be free of any preemptive rights of the shareholders of Horizon or any other person, firm, firm or entity. The Horizon Common Stock to be issued to the shareholders of WBKC SCB pursuant to this Agreement will not be subject to any restrictions on transfer arising under the 1933 Securities Act, except for Horizon Common Stock issued to any shareholder of WBKC SCB who may be deemed to be an “affiliate” (under the Securities Act) of Horizon after completion of the Merger pursuant to Rule 145 of the Securities Act.
Appears in 1 contract