Status of Purchased Shares. Subject to confirmation of the Plan of Reorganization by the Bankruptcy Court, the Purchased Shares to be issued pursuant to this Agreement have been, and, subject to the completion of the Delaware Conversion and the effectiveness of the Amended Charter, will be, duly authorized by all necessary corporate action of the Company. When issued, delivered and sold against receipt of the consideration therefor as provided in this Agreement, the Purchased Shares will be validly issued, fully paid and nonassessable and without any personal liability attaching to the ownership thereof, and will not be issued in violation of or subject to preemptive rights of any other shareholder of the Company.
Status of Purchased Shares. The Purchased Shares to be issued pursuant to this Agreement have been, and the shares of Common Stock issuable upon the conversion of Convertible Preferred Stock purchased hereunder (the “Conversion Shares”) will be, duly authorized by all necessary corporate action, subject in the case of the Conversion Shares, to the approval of the Shareholder Proposal. When issued, delivered and sold against receipt of the consideration therefor as provided in this Agreement, the Purchased Shares and, when issued in accordance with the terms of the Certificate of Designations, the Conversion Shares, will be validly issued, fully paid and nonassessable and without any personal liability attaching to the ownership thereof, will not be issued in violation of or subject to preemptive rights of any other shareholder of the Company and will not result in the violation or triggering of any price-based antidilution adjustments under any agreement to which the Company, the Bank or any Subsidiary is a party. The voting rights of the holders of the Purchased Shares and the Conversion Shares will be enforceable in accordance with the terms of the Certificate of Designations, the Articles of Incorporation, the bylaws of the Company and applicable law.
Status of Purchased Shares. The Purchased Shares to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action, in each case subject to the approval of the Shareholder Proposal. When issued, delivered and sold against receipt of the consideration therefor as provided in this Agreement, the Purchased Shares will be validly issued, fully paid and nonassessable, will not be issued in violation of or subject to preemptive rights of any other shareholder of the Company and will not result in the violation or triggering of any price-based antidilution adjustments under any agreement to which the Company, the Bank or any Subsidiary is a party. The voting rights of the holders of the Purchased Shares will be enforceable in accordance with the terms of the Charter, the bylaws of the Company and applicable Law.
Status of Purchased Shares. WLR acknowledges that the Purchased Shares (i) have not been registered under the Securities Act; (ii) are “restricted securities” within the meaning of Rule 144 under the Securities Act; (iii) may not be offered and sold unless they are subsequently registered or qualified under the Securities Act and any other applicable securities law or exemptions from such registration and qualification are available; and (iv) will bear the legend set forth in Section 4.3(a) of the Securities Purchase Agreement restricting their resale.
Status of Purchased Shares. The Purchased Shares to be issued pursuant to this Agreement have been, and, subject to the effectiveness of the Charter Amendment will be, duly authorized by all necessary corporate action of the Company. When issued, delivered and sold against receipt of the consideration therefor as provided in this Agreement, the Purchased Shares will be validly issued, fully paid and nonassessable and without any personal liability attaching to the ownership thereof, and will not be issued in violation of or subject to preemptive rights of any other shareholder of the Company.
Status of Purchased Shares. The Purchased Shares (upon filing of the Preferred Stock Certificate of Designations with the Michigan Secretary) to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action, subject to the approval of the Stockholder Proposals. When issued, delivered and sold against receipt of the consideration therefore as provided in this Agreement, the Purchased Shares will be validly issued, fully paid and nonassessable, will not be issued in violation of or subject to preemptive rights of any other stockholder of the Company and, provided that the TARP Transaction is consummated, will not result in the violation or triggering of any price-based antidilution adjustments under any agreement to which the Company is a party. The voting rights of the Holders of the Purchased Shares will be enforceable in accordance with the terms of this Agreement and with the terms of the Certificate of Designations. No stockholder of the Company has any right (which will not have been waived or will not have expired by reason of lapse of time following notification of the Company’s intention to file the Shelf Registration Statement (as defined herein)) to require the Company to register the sale of any capital stock owned by such stockholder under the Shelf Registration Statement.
Status of Purchased Shares. Siguler acknowledges that the Purchased Shares (i) have not been registered under the Securities Act; (ii) are “restricted securities” within the meaning of Rule 144 under the Securities Act; (iii) may not be offered and sold unless they are subsequently registered or qualified under the Securities Act and any other applicable securities law or exemptions from such registration and qualification are available; and (iv) will bear the legend set forth in Section 4.3(a) of the Securities Purchase Agreement restricting their resale.
Status of Purchased Shares. Anchorage acknowledges that the Purchased Shares (i) have not been registered under the Securities Act; (ii) are “restricted securities” within the meaning of Rule 144 under the Securities Act; (iii) may not be offered and sold unless they are subsequently registered or qualified under the Securities Act and any other applicable securities law or exemptions from such registration and qualification are available; and (iv) will bear the legend set forth in Section 1 hereto restricting their resale for so long as such Purchased Shares are so restricted.
Status of Purchased Shares. The Purchased Shares are duly authorized and, when issued in accordance with this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens (except for any restrictions on transfer under U.S. federal and state securities laws or under the Transaction Documents) and will not be subject to preemptive or similar rights of stockholders.
Status of Purchased Shares. The Purchased Shares have been duly -------------------------- authorized by all necessary corporate action on the part of the Company and, upon payment therefor as provided in Section 1 hereof, the Purchased Shares shall be, and the shares of Common Stock issuable upon conversion of the Series G Preferred Stock, upon such conversion and issuance shall be validly issued and outstanding, fully paid and nonassessable (the Purchased Shares and such shares of Common Stock issuable upon conversion of the Series G Preferred Stock are collectively referred to herein as the "Securities"). The shares of Series A ---------- Common Stock issuable upon conversion of the shares of Series G Preferred Stock have been validly reserved for issuance.
