Common use of MARINEMAX STOCK Clause in Contracts

MARINEMAX STOCK. At the time of issuance thereof, the MARINEMAX Stock to be delivered to the STOCKHOLDERS pursuant to this Agreement will constitute valid and legally issued shares of MARINEMAX, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Sections 15 and 16 hereof and in the "Pooling Letters", will be identical in all respects (which do not include the form of certificate upon which it is printed or the presence or absence of a CUSIP number on any such certificate) to the MARINEMAX Stock issued and outstanding as of the date hereof by reason of the provisions of the Delaware GCL. The shares of MARINEMAX Stock to be issued to the STOCKHOLDERS pursuant to this Agreement will not be registered under the 1933 Act, and will be issued to the STOCKHOLDERS pursuant to a valid exemption from registration under the 1933 Act and applicable state securities laws.

MARINEMAX STOCK. At the time of issuance thereof, the MARINEMAX Stock to be delivered to the STOCKHOLDERS pursuant to this Agreement will constitute valid and legally issued shares of MARINEMAX, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Sections 15 and Section 16 hereof and in the "Pooling Letters"hereof, will be identical in all respects (which do not include the form of certificate upon which it is printed or the presence or absence of a CUSIP number on any such certificate) to the MARINEMAX Stock issued and outstanding as of the date hereof by reason of the provisions of the Delaware GCL. The shares of MARINEMAX Stock to be issued to the STOCKHOLDERS pursuant to this Agreement will not 24 30 be registered under the 1933 Act, and will be issued to the STOCKHOLDERS pursuant to a valid exemption from registration under the 1933 Act and applicable state securities laws.

MARINEMAX STOCK. At the time of issuance thereof, the MARINEMAX Stock to be delivered to the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement will constitute valid and legally issued shares of MARINEMAX, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Sections 15 and 16 hereof and in the "Pooling LettersLetter", will be identical in all respects (which do not include the form of certificate upon which it is printed or the presence or absence of a CUSIP number on any such certificate) to the MARINEMAX Stock issued and outstanding as of the date hereof by reason of the provisions of the Delaware GCL. The shares of MARINEMAX Stock to be issued to the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement will not be registered under the 1933 Act, and will be issued to the STOCKHOLDERS STOCKHOLDER pursuant to a valid exemption from registration under the 1933 Act and applicable state securities laws.