Common use of UNICAPITAL STOCK Clause in Contracts

UNICAPITAL STOCK. The shares of UniCapital Stock to be issued and delivered to the Stockholders on the Merger Effective Date, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares, and except for restrictions upon resale, will be legally equivalent in all respects to the majority of UniCapital Stock issued and outstanding as of the date hereof. The UniCapital Stock to be issued upon the conversion of Company Stock pursuant to the terms of this Agreement will be free and clear of all liens, encumbrances and claims of every kind, other than restrictions upon transfer contained herein and other than any liens, encumbrances or claims arising other than by the actions of UniCapital or Newco.

UNICAPITAL STOCK. The shares of UniCapital Stock to be issued and delivered to the Stockholders on the Merger Effective Date, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares, and except for restrictions upon resale, will be legally equivalent in all respects to the majority of UniCapital Stock stock issued and outstanding as of the date hereof. The UniCapital Stock to be issued upon the conversion of Company Stock pursuant to the terms of this Agreement will be free and clear of all liens, encumbrances and claims of every kind, other than restrictions upon transfer contained herein and other than any liens, encumbrances or claims arising other than by the actions of UniCapital or Newco.

UNICAPITAL STOCK. The shares of UniCapital Stock to be issued and delivered to the Stockholders on the Merger Effective Closing Date, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares, and except for restrictions upon resale, will be legally equivalent in all respects to the majority of UniCapital Stock issued and outstanding as of the date hereof. The UniCapital Stock to be issued upon the conversion of Company Stock pursuant to the terms of this Agreement will be free and clear of all liens, encumbrances and claims of every kind, other than restrictions upon transfer contained herein and other than any liens, encumbrances or claims arising other than by the actions of UniCapital or Newco.

UNICAPITAL STOCK. The shares of UniCapital Stock to be issued and delivered to the Stockholders Partners on the Merger Effective Closing Date, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares, and except for restrictions upon resale, will be legally equivalent in all respects to the majority of UniCapital Stock issued and outstanding as of the date hereof. The UniCapital Stock to be issued upon the conversion of Company Stock and delivered pursuant to the terms of this Agreement will be free and clear of all liens, encumbrances and claims of every kind, other than restrictions upon transfer contained herein and other than any liens, encumbrances or claims arising other than by the actions of UniCapital or Newco.

UNICAPITAL STOCK. The shares of UniCapital Stock to be issued and delivered to the Stockholders on the Merger Effective Date, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares, and except for restrictions upon resale, resale will be legally equivalent in all respects to the majority of UniCapital Stock issued and outstanding as of the date hereof. The UniCapital Stock to be issued upon the conversion of Company Stock pursuant to the terms of this Agreement will be free and clear of all liens, encumbrances and claims of every kind, other than restrictions upon transfer contained herein and other than any liens, encumbrances or claims arising other than by the actions of UniCapital or Newco.

UNICAPITAL STOCK. The shares of UniCapital Stock to be issued and delivered to the Stockholders Stockholder on the Merger Effective Date, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares, and except for restrictions upon resale, resale will be legally equivalent in all respects to the majority of UniCapital Stock issued and outstanding as of the date hereof. The UniCapital Stock to be issued upon the conversion of Company Stock pursuant to the terms of this Agreement will be free and clear of all liens, encumbrances and claims of every kind, other than restrictions upon transfer contained herein and other than any liens, encumbrances or claims arising other than by the actions of UniCapital or Newco.