Status of Holdings Common Stock to be Issued Clause Samples

Status of Holdings Common Stock to be Issued. The Common Shares to be issued as a portion of the Purchase Price have been duly authorized and reserved for issuance by all requisite actions of the board of directors of Holdings and will be, when issued in accordance with this Agreement, validly authorized and issued, fully paid, nonassessable, and free of preemptive or other similar rights, and free of encumbrances (other than pursuant to the Escrow Agreement). Notwithstanding the foregoing, such Common Shares are “restricted securities” as defined in Rule 144 adopted under the Securities Act and will be subject to applicable resale restrictions.