Common use of REPUBLIC COMMON STOCK Clause in Contracts

REPUBLIC COMMON STOCK. Upon consummation of the 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, (ii) registered under the Securities Act and applicable Blue Sky Laws under effective registration statements and (iii) listed on the NASDAQ Stock Market.

REPUBLIC COMMON STOCK. Upon consummation of the 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, (ii) registered under . The Republic Shares will be issued in accordance with all applicable federal and state securities laws and in compliance with the Securities Act and applicable Blue Sky Laws under effective registration statements and (iii) listed on the rules of NASDAQ Stock Market-National Market.

REPUBLIC COMMON STOCK. Upon consummation of the Merger Mergers 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, (ii) registered under and the Securities Act Shareholders will acquire good, valid and applicable Blue Sky Laws under effective registration statements marketable title to, and (iii) listed on record ownership of, the NASDAQ Stock MarketRepublic Shares respectively issued to them pursuant to Section 1.5.

REPUBLIC COMMON STOCK. Upon consummation of the Merger Mergers 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, (ii) registered under the Securities Act free and applicable Blue Sky Laws under effective registration statements clear of all liens and (iii) listed on the NASDAQ Stock Marketencumbrances, except as set forth in Schedule 3.5.