Confirmation Shares Clause Samples
Confirmation Shares. The Confirmation Shares have been duly authorized by the Company for issuance, sale and/or delivery to the applicable Forward Purchasers or any of their respective Affiliates pursuant to the related Confirmations. When issued and delivered by the Company pursuant to such Confirmations against payment of the consideration set forth in such Confirmations, the Confirmation Shares will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights. The Confirmation Shares conform and will conform to the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The issuance, sale and/or delivery of the Confirmation Shares is not subject to preemptive or other similar rights to arising by operation of law, under the charter or bylaws of the Company, under any agreements or instrument to which the Company or any of its subsidiaries is a party or otherwise. The issuance, sale and/or delivery by the Company of Confirmation Shares to a Forward Purchaser pursuant to any Confirmation and the delivery by such Forward Purchaser or any of its Affiliates of such Confirmation Shares, during the term of and at any settlement of such Confirmation, to close out open borrowings of Common Stock created in the course of the hedging activities by such Forward Purchaser or any of its Affiliates relating to such Forward Purchaser’s exposure under such Confirmation, do not and will not require registration under the 1933 Act.
Confirmation Shares. Any shares of Common Stock to be issued, sold and delivered by the Company pursuant to any Confirmation (“Confirmation Shares”) have been duly authorized by the Company for issuance, sale and delivery to the applicable Forward Purchaser or an affiliate thereof pursuant to such Confirmation and, when issued and delivered by the Company in accordance with such Confirmation upon payment of any consideration required by such Confirmation, will be duly and validly issued and fully paid and non-assessable and will conform to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus; the issuance, sale and delivery of such Confirmation Shares are not and will not be subject to preemptive or other similar rights; and no holder of any Confirmation Shares will be subject to personal liability by reason of being such a holder. The issuance, sale and delivery by the Company of Confirmation Shares to a Forward Purchaser or an affiliate thereof pursuant to any Confirmation in accordance with the terms thereof and the delivery by such Forward Purchaser or an affiliate thereof of such Confirmation Shares, during the term of and at any settlement of such Confirmation, to close out open borrowings of Common Stock created in the course of the hedging activities by such Forward Purchaser or an affiliate thereof relating to such Forward Purchaser’s exposure under such Confirmation, do not and will not require registration under the 1933 Act.