Common use of Authorization of the Securities Clause in Contracts

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights set forth in the instruments defining the same; and the issuance of the Securities is not subject to preemptive rights or similar rights.

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement against payment of the consideration set forth hereinAgreement, will be validly issued and issued, fully paid and non-assessable; the Common Stock and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights set forth in the instruments defining the same; nonassessable, and the issuance and sale of the Securities is not subject to any preemptive rights, rights of first refusal or other similar rightsrights to subscribe for or purchase the Securities.

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth hereinAgreement, will be validly issued and issued, fully paid and non-assessable; the Common Stock and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights set forth in the instruments defining the same; nonassessable, and the issuance and sale of the Securities is not subject to any preemptive rights, rights of first refusal or other similar rightsrights to subscribe for or purchase the Securities.

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you by the Company and, when the Securities are issued and delivered pursuant to this Agreement andAgreement, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, Securities will be validly issued and issued, fully paid and non-assessable; , and will have the Common Stock rights, preferences and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights priorities set forth in the instruments defining Company’s Restated Certificate of Incorporation (including the same; Certificate of Designation) and the issuance of the such Securities is will not be subject to any preemptive rights or similar rights.

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock and the Preferred Stock conform conforms to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights set forth in the instruments defining the same; and the issuance of the Securities is not subject to preemptive rights or similar rights.

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you by the Company and, when the Securities are issued and delivered pursuant to this Agreement andAgreement, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, Securities will be validly issued and issued, fully paid and non-assessable; , and will have the Common Stock rights, preferences and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights priorities set forth in the instruments defining the same; Company’s Restated Certificate of Incorporation and the issuance of the such Securities is will not be subject to any preemptive rights or similar rights.

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights set forth in the instruments defining the same; and the issuance of the Securities is not subject to preemptive rights or similar rights.

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement against payment of the consideration set forth hereinAgreement, will be validly issued and issued, fully paid and non-assessable; the Common Stock and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights set forth in the instruments defining the same; nonassessable, and the issuance and sale of the Securities is not subject to any preemptive rights, rights of first refusal or other similar rightsrights to subscribe for or purchase the Securities except for such rights as have been duly waived.

Authorization of the Securities. The Securities to be issued by the Company in connection with the transactions contemplated by this Agreement have been duly authorized for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement against payment of the consideration set forth hereinAgreement, will be validly issued and issued, fully paid and non-assessable; the Common Stock and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights set forth in the instruments defining the same; nonassessable, and the issuance and sale of the such Securities is not subject to any preemptive rights, rights of first refusal or other similar rightsrights to subscribe for or purchase such Securities.

Authorization of the Securities. The Securities have been duly authorized for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement against payment of the consideration set forth hereinAgreement, will be validly issued and issued, fully paid and non-assessable; the Common Stock and the Preferred Stock conform to all statements relating thereto contained in the Prospectus and such descriptions conform to the rights set forth in the instruments defining the same; nonassessable, and the issuance and sale of the Securities is not subject to any preemptive rights, rights of first refusal or other similar rightsrights to subscribe for or purchase the Securities that have not been duly waived or satisfied.