Legality of Securities. The Securities, when sold and delivered, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with the terms thereof, and shall be duly and validly issued and outstanding, fully paid and nonassessable. The Securities, when issued, shall be duly and validly issued and outstanding, fully paid and non-assessable.
Legality of Securities. The Shares, the Warrants, the Representative's Options, and the Common Stock and Representative's Warrants issuable upon the exercise of the Representative's Options have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company's articles of incorporation, by-laws or other governing documents or any agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock. All of the outstanding shares of capital stock of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of any claim, lien, encumbrance or security interest. The Warrants and the Representative's Options, when sold and delivered, will constitute valid and binding obligations of the Company enforceable in accordance with the terms thereof. A sufficient number of shares of Common Stock of the Company has been reserved for issuance upon exercise of the Warrants, the Representative's Options and the Representative's Warrants.
Legality of Securities. Prior to the Closing Date, the Securities will have been duly and validly authorized and issued, will be valid, binding and enforceable against the Company in accordance with their terms, and will conform in all material respects to the statements with regard thereto contained in the Offering Documents.
Legality of Securities. At the Effective Date and Time, the shares of Company Common Stock to be exchanged for all of the issued and outstanding shares of Bank Common Stock will constitute valid and legally issued shares of Company Common Stock, fully paid and non-assessable. At the Effective Date and Time, the Company Warrants to be exchanged for all of the issued and outstanding Bank Warrants will constitute valid and legally issued Company Warrants.
Legality of Securities. The Securities when sold and delivered in accordance with the Offering Documents, and the Agent Securities (as defined in Section 3.4 below) when issued and delivered, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with the terms thereof, and the Securities and Agent Securities shall be duly and validly issued and outstanding, fully paid and non-assessable. The Common Stock into which any Securities are exercisable and the Common Stock into which any of Agent's Securities are exercisable, when issued upon exercise of any Securities or upon exercise of any of Agent's Securities, as applicable, shall be duly and validly issued and outstanding, fully paid and non-assessable.
Legality of Securities. The Securities, the Warrant Shares, the Representative's Warrants (described in Section 3.04 hereof) and the Representative's Class A Warrants (described in Section 3.04 hereof) have been duly and validly authorized and, when issued and delivered against payment as provided in this Agreement, will be validly issued, fully paid and nonassessable. The Securities, the Warrant Shares, the Representative's Warrants and the Representative's Class A Warrants, upon issuance, will not be subject to the preemptive rights of any shareholders of the Company. The Class A Warrants, the Representative's Warrants, and the Representative's Class A Warrants, when sold and delivered, will constitute valid and binding obligations of the Company enforceable in accordance with their terms. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Class A Warrants, the Representative's Warrants, and the Representative's Class A Warrants. The Securities, the Warrant Shares, the Representative's Warrants and the Representative's Class A Warrants will conform to all statements in the Registration Statement and Prospectus made with respect thereto. Upon delivery of and payment for the Securities, the Representative's Warrants and the Representative's Class A Warrants to be sold by the Company as set forth in this Agreement, the persons paying therefor will receive good and marketable title thereto, free and clear of all liens, encumbrances, charges and claims. The Company will have on the effective date of the Registration Statement and at the time of delivery of the Securities, the Representative's Warrants and the Representative's Class A Warrants full legal right and power and all authorizations and approvals required by law to sell and deliver the Securities, Representative's Warrants and Representative's Class A Warrants in the manner provided here under.
Legality of Securities. The Common Stock, Underwriter's Warrants, and the Common Stock issuable upon the exercise of the Underwriter's Warrants have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid and nonassessable. The Common Stock and the Common Stock underlying the Underwriter's Warrants, upon issuance, will not be subject to the preemptive rights of any shareholders of the Company. The Underwriter's Warrants, when sold and delivered, will constitute valid and binding obligations of the Company enforceable in accordance with the terms thereof. A sufficient number of shares of Common Stock of the Company has been reserved for issuance upon exercise of the Underwriter's Warrants. The Common Stock, the Underwriter's Warrants and the Common Stock issuable upon the exercise of the Underwriter's Warrants will conform to all statements with regard thereto in the Registration Statement and Prospectus.
Legality of Securities. The Securities, when sold and delivered, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with the terms thereof, and shall be duly and validly issued and outstanding, fully paid and nonassessable.
Legality of Securities. The Securities have been duly authorized by the Company and conform to the descriptions thereof in the Registration Statement and in the Prospectus. The Securities when sold and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of preemptive and, with the exception of the Warrants, redemption rights.
Legality of Securities. The Shares, the Representative's Warrant, and the Representative's Warrant Stock have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid and nonassessable. Said securities, upon issuance, will not be subject to any preemptive right of any stockholder of the Company, and no preemptive rights will exist with respect to any securities of the Company through the Closing Date or until the expiration of the Representative's Warrant Period (hereinafter defined). The Representative's Warrant, when sold and delivered, will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. A sufficient number of shares of the Common Stock have been reserved for issuance as Representative's Warrant Stock upon exercise thereof. The Shares, the Representative's Warrant and the Representative's Warrant Stock will conform to all statements with regard thereto in the Registration Statement and Prospectus.
