nonassessable. The Company covenants that all Shares which may be issued upon the exercise of this Warrant will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof. Certificates for Shares purchased hereunder shall be delivered to the Holder promptly after the date on which this Warrant shall have been exercised.
nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:
nonassessable. Except as set forth on Schedule 2.1(e), there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights, held by stockholders or option holders of Borrower, with respect to the issuance of the Warrant or the issuance of the Common Stock upon exercise of the Warrant and all such rights have been effectively waived with regard to the issuance of the Warrant, the exercise of the Warrant and the issuance of the Common Stock upon exercise of the Warrant. Borrower has not violated any applicable federal or to its knowledge state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Warrant hereunder do not require registration under the Securities Act of 1933, as amended, or any applicable state securities laws. To the best of Borrower's knowledge, there are no agreements among Borrower's shareholders with respect to any other aspect of Borrower's affairs, except as set forth on Schedule 2.1(e).
nonassessable. This Option is being granted in consideration of the employment of Grantee with the Company. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein.
nonassessable. Entertainment does not have authorized, issued or outstanding any other shares of capital stock or any subscription or other rights to the issuance or receipt of shares of its stock.
nonassessable. No shares of the Stock are owned by the Company in treasury. No shares of the Stock have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Company's stockholders. The Company has no bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.
nonassessable. All of the outstanding shares of capital stock of the Bank are owned by Holding, free and clear of all liens, charges, security interests, mortgages, pledges. All certificates formerly representing shares of the capital stock of the Bank, or any predecessor thereto, that have been converted into the right to receive shares of Holding Common Stock have been exchanged for certificates representing shares of Holding Common Stock. Other than outstanding options to acquire up to an aggregate of 122,286 shares of Holding Common Stock (the "Holding Stock Options") granted pursuant to Holding's May 18, 2000 Stock Option Plan (the "Holding Stock Option Plan"), all of which Holding Stock Options will be exercised or terminated prior to the Effective Time, no member of Holding's consolidated group has outstanding any stock options or other rights to acquire any shares of its capital stock or any security convertible into such shares, or has any obligation or commitment to issue, sell or deliver any of the foregoing or any shares of its capital stock. There are no agreements among Holding and Holding's shareholders or by which Holding is bound with respect to the voting or transfer of Holding Common Stock or granting registration rights to any holder thereof. The outstanding capital stock of each member of Holding's consolidated group has been issued in compliance with all legal requirements and not in violation of any preemptive or similar rights. No member of Holding's consolidated group has any subsidiaries (other than the Bank) or any direct or indirect ownership interest in any firm, corporation, partnership or other entity.
nonassessable. The issuance of the CEC Common Stock under this Agreement is not subject to any preemptive rights.
nonassessable. The Company has good, valid and marketable title to the SAGC Shares, free and clear of any lien, charge, encumbrance, security interest, claim or fight of others of whatever nature. No person or entity has any power or right, whether or not shared with any other person or entity, to dispose of or direct the disposition of any SAGC Shares or vote or direct the voting of any SAGC Shares. The Company hereby makes the same representations and warranties as contained in Section 3 of the LVDGT Agreement with respect to SAGC for the benefit of the Purchaser, which representations and warranties are incorporated herein by reference in their entirety.
nonassessable. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in or contemplated by the Company's SEC Documents, there are no outstanding rights (including, without limitation, preemptive rights), material warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party and relating to the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, registration right, right of first refusal or other similar right exists with respect to the issuance and sale of the Shares. Except as disclosed in the Company's SEC Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party.
