The Underlying Preferred Shares. The Underlying Preferred Shares have been duly authorized by the Company and when the Securities (evidenced by the related Depositary Receipts) are issued and delivered in accordance with the terms of the Deposit Agreement, the Underlying Preferred Shares will be validly issued and outstanding, fully paid and non-assessable, not subject to any preemptive or other similar rights, will conform as to legal matters in all material respects to the descriptions thereof contained in the Registration Statement, the Prospectus and the Time of Sale Information, and will entitle the holders of the Underlying Preferred Shares to the rights and benefits provided therein and in the Amended Articles of Incorporation. The deposit of the Underlying Preferred Shares in respect of the Securities by the Company in accordance with the Deposit Agreement has been duly authorized and, when the Securities (evidenced by the related Depositary Receipts) are issued and delivered in accordance with the terms of the Deposit Agreement, the Securities will represent legal and valid interests in such Underlying Preferred Shares, and the Securities (evidenced by the related Depositary Receipts) will entitle holders thereof to the rights and benefits provided therein and in the Deposit Agreement.
Appears in 3 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
The Underlying Preferred Shares. The Underlying Preferred Shares have been duly authorized by the Company and when the Securities (evidenced by the related Depositary Receipts) are issued and delivered in accordance with the terms of the Deposit Agreement, the Underlying Preferred Shares will be validly issued and outstanding, fully paid and non-assessable, not subject to any preemptive or other similar rights, and will conform as to legal matters in all material respects to the descriptions thereof contained in the Registration Statement, the Prospectus and the Time of Sale Information, and will entitle the holders of the Underlying Preferred Shares to the rights and benefits provided therein and in the Amended Articles of Incorporation. The deposit of the Underlying Preferred Shares in respect of the Securities by the Company in accordance with the Deposit Agreement has been duly authorized and, when the Securities (evidenced by the related Depositary Receipts) are issued and delivered in accordance with the terms of the Deposit Agreement, the Securities will represent legal and valid interests in such Underlying Preferred Shares, and the Securities (evidenced by the related Depositary Receipts) will entitle holders thereof to the rights and benefits provided therein and in the Deposit Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)