Common use of Preferred Shares and Warrants Clause in Contracts

Preferred Shares and Warrants. (A) The Preferred Shares have been duly authorized for issuance by Holdco pursuant to the terms of the Exchange Agreement and, at Closing, (i) will be validly issued, fully paid and nonassessable, (ii) will be free and clear of all Liens, other than transfer restrictions relating to the federal securities laws, (iii) will not be issued in violation of any preemptive or similar rights under any provisions of applicable law, the certificate of incorporation or by-laws of Holdco or any agreement, contract or instrument to which Holdco is a party or by which it or any of its properties or assets is bound and (iv) assuming the accuracy of the representations and warranties set forth in Section 3 of the Exchange Agreement will be issued in compliance with the registration and qualification requirements of all applicable federal securities laws as presently in effect. The Warrants have been duly authorized for issuance by Holdco pursuant to the terms of the Exchange Agreement and, at Closing, will be legal, valid and binding obligations of Holdco, enforceable against Holdco in accordance with their terms, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles. (B) On the Closing Date, FCG will be the sole record and beneficial owner and holder of the Preferred Shares and the Warrants, free and clear of all claims, conditional sale or other title retention agreements, covenants, encumbrances, equitable interests, liens, options, pledges, rights of first refusal, security interests, statutory liens or restrictions of any kind, including any restrictions on voting, transfer, receipt of income, or exercise of any other attribute of ownership ("Liens"). At the Closing, FCG will transfer to the Investor good and marketable title to the Preferred Shares and the Warrants, free and clear of all Liens. Except as contemplated in Section 3(d), at the Closing, no legend or other reference to any purported Lien will appear upon any certificate representing the Preferred Shares or the Warrants. At the Closing, none of the Preferred Shares or the Warrants will be transferred to FCG in violation of (i) the Securities Act of 1933, as amended (the "Securities Act"), the securities laws of any state, or any other federal, state, local, municipal, foreign, international, multinational, or other constitution, law, rule, standard, requirement, administrative ruling, order, ordinance, principle of common law, legal doctrine, code, regulation, statute, treaty or process or (ii) any award, decision, injunction, judgment, decree, settlement, order, process, ruling, subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, Governmental Entity or other tribunal of competent jurisdiction.

Preferred Shares and Warrants. (A) The Preferred Shares have been duly authorized for issuance by Holdco pursuant to the terms of the Exchange Agreement and, at Closing, (i) will be validly issued, fully paid and nonassessable, (ii) will be free and clear of all Liens, other than transfer restrictions relating to the federal securities laws, (iii) will not be issued in violation of any preemptive or similar rights under any provisions of applicable law, the certificate of incorporation or by-laws of Holdco or any agreement, contract or instrument to which Holdco is a party or by which it or any of its properties or assets is bound and (iv) assuming the accuracy of the representations and warranties set forth in Section 3 of the Exchange Agreement will be issued in compliance with the registration and qualification requirements of all applicable federal securities laws as presently in effect. The Warrants have been duly authorized for issuance by Holdco pursuant to the terms of the Exchange Agreement and, at Closing, will be legal, valid and binding obligations of Holdco, enforceable against Holdco in accordance with their terms, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles. (B) On the Closing Date, FCG will be the sole record and beneficial owner and holder of the Preferred Shares and the Warrants, free and clear of all claims, conditional sale or other title retention agreements, covenants, encumbrances, equitable interests, liens, options, pledges, rights of first refusal, security interests, statutory liens or restrictions of any kind, including any restrictions on voting, transfer, receipt of income, or exercise of any other attribute of ownership ("Liens"). At the Closing, FCG will transfer to the Investor good and marketable title to the Preferred Shares and the Warrants, free and clear of all Liens. Except as contemplated in Section 3(d), at the Closing, no legend or other reference to any purported Lien will appear upon any certificate representing the Preferred Shares or the Warrants. At the Closing, none of the Preferred Shares or the Warrants will be transferred to FCG in violation of (i) the Securities Act of 1933, as amended (the "Securities Act"), the securities laws of any state, or any other federal, state, local, municipal, foreign, international, multinational, or other constitution, law, rule, standard, requirement, administrative ruling, order, ordinance, principle of common law, legal doctrine, code, regulation, statute, treaty or process or (ii) any award, decision, injunction, judgment, decree, settlement, order, process, ruling, subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, Governmental Entity or other tribunal of competent jurisdiction.of