Common use of REPUBLIC COMMON STOCK Clause in Contracts

REPUBLIC COMMON STOCK. Upon consummation of the Mergers and the issuance and delivery of certificates representing the Republic Shares to the Shareholders, the Republic Shares will be validly issued, fully paid and non-assessable shares of Republic Common Stock, free and clear of all Liens consented to by Republic or created by Republic's actions.

REPUBLIC COMMON STOCK. Upon consummation of the Mergers and the issuance and delivery of certificates representing the Republic Shares to the Shareholders, the Republic Shares will be validly issued, fully paid and non-assessable shares of Republic Common Stock, free and clear of all Liens consented to by Republic or created by Republic's actionsliens and encumbrances, except as set forth in Schedule 3.5.

REPUBLIC COMMON STOCK. Upon consummation of the Mergers and the issuance and delivery of certificates representing the Republic Shares to the Shareholders, the Republic Shares will be validly issued, fully paid and non-assessable shares of Republic Common Stock, free and clear of all Liens consented the Shareholders will acquire good, valid and marketable title to, and record ownership of, the Republic Shares respectively issued to by Republic or created by Republic's actionsthem pursuant to Section 1.5.

REPUBLIC COMMON STOCK. Upon consummation of the Mergers Merger and the issuance and delivery of certificates representing the Republic Shares to the Shareholders, the Republic Shares will be (i) validly issued, fully paid and non-assessable shares of Republic Common Stock, free (ii) registered under the Securities Act and clear of all Liens consented to by Republic or created by Republic's actionsapplicable Blue Sky Laws under effective registration statements and (iii) listed on the NASDAQ Stock Market.

REPUBLIC COMMON STOCK. Upon consummation of the Mergers and the issuance and delivery of certificates representing the Republic Shares to the ShareholdersShareholder, the Republic Shares will be validly issued, fully paid and non-non- assessable shares of Republic Common Stock, free and clear of all Liens consented to by Republic or created by Republic's actions.

REPUBLIC COMMON STOCK. Upon consummation of the Mergers Merger and the issuance and delivery of certificates representing the Republic Shares to the Shareholders, the Republic Shares will be validly issued, fully paid and non-assessable shares of Republic Common Stock, free . The Republic Shares will be issued in accordance with all applicable federal and clear state securities laws and in compliance with the rules of all Liens consented to by Republic or created by Republic's actionsNASDAQ Stock Market-National Market.