Common use of Preferred Shares and Warrants Clause in Contracts

Preferred Shares and Warrants. (A) The Preferred Shares have been duly authorized for issuance by Holdco pursuant to the terms of the Exchange Agreement and, at Closing, (i) will be validly issued, fully paid and nonassessable, (ii) will be free and clear of all Liens, other than transfer restrictions relating to the federal securities laws, (iii) will not be issued in violation of any preemptive or similar rights under any provisions of applicable law, the certificate of incorporation or by-laws of Holdco or any agreement, contract or instrument to which Holdco is a party or by which it or any of its properties or assets is bound and (iv) assuming the accuracy of the representations and warranties set forth in Section 3 of the Exchange Agreement will be issued in compliance with the registration and qualification requirements of all applicable federal securities laws as presently in effect. The Warrants have been duly authorized for issuance by Holdco pursuant to the terms of the Exchange Agreement and, at Closing, will be legal, valid and binding obligations of Holdco, enforceable against Holdco in accordance with their terms, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles.