Common use of Authorization of Shares Clause in Contracts

Authorization of Shares. The Shares to be issued pursuant to this Agreement and all outstanding shares of capital stock of the Company, including any restricted shares of Common Stock, have been duly and validly authorized. All outstanding shares of capital stock of the Company were validly issued, are fully paid and nonassessable and have been offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects. The Shares when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein will be validly issued, fully paid and nonassessable; no holder of the Shares is or will be subject to personal liability solely by reason of being a holder; such Shares will be offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects, will conform, in all material respects, to the description thereof contained in the Registration Statement and the Prospectus; and the stockholders of the Company have no preemptive rights, rights of first refusal or other similar rights with respect to the Shares to be issued and sold by the Company. Upon payment of the purchase price and issuance and. delivery of the Shares to be issued and sold by the Company in accordance with this Agreement, the purchaser will receive good, valid and marketable title to such Shares, free and clear of all Liens. The certificates to be used to evidence the Shares will be in substantially the form filed as an exhibit to the Registration Statement and will, on each Settlement Date, be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws of the Company and the requirements of the NYSE.

Authorization of Shares. The Shares Securities to be issued pursuant to this Agreement and all outstanding shares of capital stock of the Company, including any restricted shares of Common Stock, have been duly and validly authorized. All outstanding shares of capital stock of the Company were validly issued, are fully paid and nonassessable and have been offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects. The Shares Securities when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein will be validly issued, fully paid and nonassessable; no holder of the Shares Securities is or will be subject to personal liability solely by reason of being a holder; such Shares Securities will be offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects, will conform, in all material respectsrespects and, to the description thereof contained in the Registration Statement Disclosure Package and the Prospectus; and the stockholders of the Company have no preemptive rights, rights of first refusal or other similar rights with respect to the Shares Securities to be issued and sold by the Company. Upon payment of the purchase price Purchase Price and issuance and. and delivery of the Shares Securities to be issued and sold by the Company in accordance with this Agreement, the purchaser will receive good, valid and marketable title to such SharesSecurities, free and clear of all Liens. The Any certificates to be used to evidence the Shares Securities will be in substantially the form filed as an exhibit to the Registration Statement and will, on each Settlement Closing Date, be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws by-laws of the Company and the requirements of the New York Stock Exchange (the “NYSE”). The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder (collectively, “Plans”), set forth in the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such Plans.

Authorization of Shares. The Shares Securities to be issued pursuant to this Agreement and all outstanding shares of capital stock of the Company, including any restricted shares of Common Stock, have been duly and validly authorized. All outstanding shares of capital stock of the Company were validly issued, are fully paid and nonassessable and have been offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects. The Shares Securities when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein will be validly issued, fully paid and nonassessable; no holder of the Shares Placement Securities is or will be subject to personal liability solely by reason of being a holder; such Shares Securities will be offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects, will conform, in all material respects, to the description thereof contained in the Registration Statement and the Prospectus; and the stockholders of the Company have no preemptive rights, rights of first refusal or other similar rights with respect to the Shares Securities to be issued and sold by the Company. Upon payment of the purchase price and issuance and. and delivery of the Shares Securities to be issued and sold by the Company in accordance with this Agreement, the purchaser will receive good, valid and marketable title to such SharesSecurities, free and clear of all Liens. The certificates to be used to evidence the Shares Securities will be in substantially the form filed as an exhibit to the Registration Statement and will, on each Settlement Date, be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws by-laws of the Company and the requirements of the New York Stock Exchange, Inc. (the “NYSE”).

Authorization of Shares. The Shares to be issued pursuant to this Agreement and all outstanding shares of capital stock of the Company, including any restricted shares of Common Stock, have been duly and validly authorized. All outstanding shares of capital stock of the Company were validly issued, are fully paid and nonassessable and have been offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects. The Shares when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein will be validly issued, fully paid and nonassessable; no holder of the Shares is or will be subject to personal liability solely by reason of being a holder; such Shares will be offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects, will conform, in all material respects, to the description thereof contained in the Registration Statement and the Prospectus; and the stockholders of the Company have no preemptive rights, rights of first refusal or other similar rights with respect to the Shares to be issued and sold by the Company. Upon payment of the purchase price and issuance and. delivery of the Shares to be issued and sold by the Company in accordance with this Agreement, the purchaser will receive good, valid and marketable title to such Shares, free and clear of all Liens. The certificates to be used to evidence the Shares will be in substantially the form filed as an exhibit to the Registration Statement and will, on each Settlement Date, be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws by-laws of the Company and the requirements of the NYSE.

Authorization of Shares. The Shares Securities to be issued pursuant to this Agreement and all outstanding shares of capital stock of the Company, including any restricted shares of Common Stock, have been duly and validly authorized. All outstanding shares of capital stock of the Company were validly issued, are fully paid and nonassessable and have been offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects. The Shares Securities when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein will be validly issued, fully paid and nonassessable; no holder of the Shares Placement Securities is or will be subject to personal liability solely by reason of being a holder; such Shares Securities will be offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects, will conform, in all material respects, to the description thereof contained in the Registration Statement and the Prospectus; and the stockholders of the Company have no preemptive rights, rights of first refusal or other similar rights with respect to the Shares Securities to be issued and sold by the Company. Upon payment of the purchase price and issuance and. delivery of the Shares Securities to be issued and sold by the Company in accordance with this Agreement, the purchaser will receive good, valid and marketable title to such SharesSecurities, free and clear of all Liens. The certificates to be used to evidence the Shares Securities will be in substantially the form filed as an exhibit to the Registration Statement and will, on each Settlement Date, be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws by-laws of the Company and the requirements of the New York Stock Exchange (the “NYSE”).

Authorization of Shares. The Shares Securities to be issued pursuant to this Agreement and all outstanding shares of capital stock of the Company, including any restricted shares of Common Stock, have been duly and validly authorized. All outstanding shares of capital stock of the Company were validly issued, are fully paid and nonassessable and have been offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects. The Shares Securities when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein will be validly issued, fully paid and nonassessable; no holder of the Shares Placement Securities is or will be subject to personal liability solely by reason of being a holder; such Shares Securities will be offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects, will conform, in all material respects, to the description thereof contained in the Registration Statement and the Prospectus; and the stockholders of the Company have no preemptive rights, rights of first refusal or other similar rights with respect to the Shares Securities to be issued and sold by the Company. Upon payment of the purchase price and issuance and. and delivery of the Shares Securities to be issued and sold by the Company in accordance with this Agreement, the purchaser will receive good, valid and marketable title to such SharesSecurities, free and clear of all Liens. The certificates to be used to evidence the Shares Securities will be in substantially the form filed as an exhibit to the Registration Statement and will, on each Settlement Date, be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws by-laws of the Company and the requirements of the New York Stock Exchange (the “NYSE”).

Authorization of Shares. The Shares Securities to be issued pursuant to this Agreement and all outstanding shares of capital stock of the Company, including any restricted shares of Common Stock, have been duly and validly authorized. All outstanding shares of capital stock of the Company were validly issued, are fully paid and nonassessable and have been offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects. The Shares Securities when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein will be validly issued, fully paid and nonassessable; no holder of the Shares Securities is or will be subject to personal liability solely by reason of being a holder; such Shares Securities will be offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects, will conform, in all material respectsrespects and, to the description thereof contained in the Registration Statement Disclosure Package and the Prospectus; and the stockholders of the Company have no preemptive rights, rights of first refusal or other similar rights with respect to the Shares Securities to be issued and sold by the Company. Upon payment of the purchase price and issuance and. and delivery of the Shares Securities to be issued and sold by the Company in accordance with this Agreement, the purchaser will receive good, valid and marketable title to such SharesSecurities, free and clear of all Liens. The Any certificates to be used to evidence the Shares Securities will be in substantially the form filed as an exhibit to the Registration Statement and will, on each Settlement Closing Date, be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws by-laws of the Company and the requirements of the New York Stock Exchange (the “NYSE”). The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder (collectively, “Plans”), set forth in the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such Plans.