Common use of Valley Common Stock Clause in Contracts

Valley Common Stock. As of the date hereof, Valley has available and reserved shares of Valley Common Stock sufficient for issuance pursuant to the Merger and upon the exercise of Stock Options subsequent thereto. The Valley Common Stock to be issued hereunder pursuant to the Merger, and upon exercise of the Stock Options, when so issued, will be duly authorized and validly issued, fully paid, nonassessable, free of preemptive rights and free and clear of all liens, encumbrances or restrictions created by or through Valley, with no personal liability attaching to the ownership thereof. The Valley Common Stock to be issued hereunder pursuant to the Merger, and upon exercise of the Stock Options, when so issued, will be registered under the 1933 Act and issued in accordance with all applicable state and federal laws, rules and regulations, and will be approved or listed for trading on the NYSE.

Valley Common Stock. As of the date hereof, Valley has available and reserved shares of Valley Common Stock sufficient for issuance pursuant to the Merger and upon the exercise of Stock Options subsequent theretothe Warrants. The Valley Common Stock to be issued hereunder pursuant to the Merger, and upon exercise of the Stock OptionsWarrants, when so issued, will be duly authorized and validly issued, fully paid, nonassessable, free of preemptive rights and free and clear of all liens, encumbrances or restrictions created by or through Valley, with no personal liability attaching to the ownership thereof. The Valley Common Stock Warrants to be issued hereunder pursuant to the Merger, and the Valley Common Stock to be issued upon exercise of the Stock OptionsWarrants, when so issued, will be registered under the 1933 Securities Act and issued in accordance with all applicable state and federal laws, rules and regulations, and such Valley Common Stock will be approved or listed for trading on the New York Stock Exchange (the “NYSE”).