Common use of Agreement Duly Authorized and No Breach of Obligations or Charter Clause in Contracts

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof, except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities to be sold by the Company in the manner set forth in the Prospectus under “Use of Proceeds” do not (i) violate the certificate of incorporation or by-laws of the Company or applicable governing documents of any of the Subsidiaries or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its Subsidiaries pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under any Contract to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of its properties is bound, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the Subsidiaries, except in the case of subclause (ii) as would not reasonably be expected to have a Material Adverse Effect.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof, except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities Units to be sold by the Company in the manner set forth in the Prospectus under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws of the Company or applicable governing documents of any of the Subsidiaries or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its Subsidiaries pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under any Contract to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of its properties is boundbound or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the Subsidiaries, except in the case of subclause (ii) as would not reasonably be expected to have a Material Adverse Effect.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereofhereof or thereof, as the case may be, except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities Offered Shares to be sold by the Company in the manner set forth in the Prospectus Prospectuses under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws organizational documents of the Company or applicable governing documents of any of the Subsidiaries or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its Subsidiaries pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under any Contract contract to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of its their properties is boundbound or affected, or (iii) violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the Subsidiaries, except in the case of subclause clauses (i) and (ii) above, as would could not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Prospectuses and the Pricing Disclosure Package.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof, hereof except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities Shares to be sold by the Company in the manner set forth in the Prospectus under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws organizational documents of the Company or applicable governing documents of any Material Subsidiary of the Subsidiaries or Company, (ii) result in the creation or imposition of any lien, charge or encumbrance Lien upon any of the assets of the Company or any Material Subsidiary of its Subsidiaries the Company pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement, instrument, franchise, license or permit to which the terms Company or provisions ofany Material Subsidiary is a party or by which the Company or any Material Subsidiary or their respective operations or assets may be bound, or (iii) result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under under, any Contract material contract to which the Company or any of the its Material Subsidiaries is a party or by which the Company or any of the its Material Subsidiaries or any of its properties assets is boundbound or affected, or (iv) violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the its Material Subsidiaries, except in the case of subclause clauses (ii) or (iv) as would not singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. This Agreement conforms in all material respects to the description thereof required to be contained in the Registration Statement, the Prospectuses and the Disclosure Package.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof, hereof except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities Offered Shares to be sold by the Company in the manner set forth in the Prospectus Prospectuses under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws organizational documents of the Company or applicable governing documents of any Material Subsidiary of the Subsidiaries or Company, (ii) result in the creation or imposition of any lien, charge or encumbrance Encumbrance upon any of the assets of the Company or any the Material Subsidiary of its Subsidiaries the Company pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement, instrument, franchise, license or permit to which the terms Company or provisions ofthe Material Subsidiary is a party or by which the Company or the Material Subsidiary or their respective operations or assets may be bound, or (iii) result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under under, any Contract Material Agreement to which the Company or any of the Subsidiaries Material Subsidiary is a party or by which the Company or any of the Subsidiaries Material Subsidiary or any of its properties assets is boundbound or affected, or (iv) violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the SubsidiariesMaterial Subsidiary, except in the case of subclause clauses (ii) or (iv) as would not singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. This Agreement conforms in all material respects to the description thereof required to be contained in the Registration Statement, the Prospectuses and the Pricing Disclosure Package.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereofhereof or thereof, as the case may be, except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities Shares to be sold by the Company in the manner set forth in the Prospectus Prospectuses under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws organizational documents of the Company or applicable governing documents of any of the Subsidiaries subsidiaries or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its Subsidiaries subsidiaries pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under any Contract contract to which the Company or any of the Subsidiaries subsidiaries is a party or by which the Company or any of the Subsidiaries subsidiaries or any of its their properties is boundbound or affected, or (iii) violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the Subsidiariessubsidiaries, except in the case of subclause clauses (i) and (ii) above, as would could not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Prospectuses and the Disclosure Package.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company ‎Company has full corporate power and authority to enter into this Agreement. This Agreement ‎Agreement has been duly authorized, executed and delivered by the Company and ‎and this Agreement constitutes a valid and binding agreement of the Company enforceable ‎enforceable against the Company in accordance with the terms hereof, hereof except as the ‎the enforcement may be limited by applicable bankruptcy, insolvency, reorganization‎reorganization, moratorium or other similar laws relating to or affecting creditors’ rights ‎rights generally or general equitable principles. The execution and delivery by the Company ‎Company of this Agreement and the performance of this Agreement, the consummation ‎consummation of the transactions contemplated hereby, and the application of the ‎the net proceeds from the offering and sale of the Securities Offered Shares to be sold by the ‎the Company in the manner set forth in the Prospectus Prospectuses under “Use of Proceeds‎Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws organizational documents of the Company or applicable governing documents of any ‎Material Subsidiary of the Subsidiaries or Company, (ii) result in the creation or imposition of any lien, charge or encumbrance ‎Encumbrance upon any of the assets of the Company or any of its Subsidiaries the Material Subsidiary ‎of the Company pursuant to any indenture, mortgage, deed of trust, loan ‎agreement or other agreement, instrument, franchise, license or permit to which ‎the Company or the terms Material Subsidiary is a party or provisions ofby which the Company or ‎the Material Subsidiary or their respective operations or assets may be bound, or ‎‎(iii) result in a breach or violation of any of the terms or provisions of, or constitute ‎constitute a default under, or give any other party a right to terminate any of its obligations ‎obligations under, or result in the acceleration of any obligation under under, any Contract ‎Material Agreement to which the Company or any of the Subsidiaries Material Subsidiary is a party ‎party or by which the Company or any of the Subsidiaries Material Subsidiary or any of its properties ‎assets is boundbound or affected, or (iv) violate or conflict with any judgment, ruling, decree‎decree, order, statute, rule or regulation of any court or other governmental agency ‎agency or body applicable to the business or properties of the Company or any of the SubsidiariesMaterial Subsidiary, except in the case of subclause clauses (ii) or (iv) as would not ‎singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.‎Effect. This Agreement conforms in all material respects to the description ‎thereof required to be contained in the Registration Statement, the Prospectuses ‎and the Pricing Disclosure Package.‎

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof, hereof except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities Offered Shares to be sold by the Company in the manner set forth in the Prospectus Prospectuses under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws organizational documents of the Company or applicable governing documents of any Material Subsidiary of the Subsidiaries or Company, (ii) result in the creation or imposition of any lien, charge or encumbrance Encumbrance upon any of the assets of the Company or any Material Subsidiary of its Subsidiaries the Company pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement, instrument, franchise, license or permit to which the terms Company or provisions ofany Material Subsidiary is a party or by which the Company or any Material Subsidiary or their respective operations or assets may be bound, or (iii) result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under under, any Contract Material Agreement to which the Company or any of the its Material Subsidiaries is a party or by which the Company or any of the its Material Subsidiaries or any of its properties assets is boundbound or affected, or (iv) violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the its Material Subsidiaries, except in the case of subclause clauses (ii) or (iv) as would not singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. This Agreement conforms in all material respects to the description thereof required to be contained in the Registration Statement, the Prospectuses and the Pricing Disclosure Package.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof, hereof except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities Shares to be sold by the Company in the manner set forth in the Prospectus under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws organizational documents of the Company or applicable governing documents of any Material Subsidiary of the Subsidiaries or Company, (ii) result in the creation or imposition of any lien, charge or encumbrance Lien upon any of the assets of the Company or any Material Subsidiary of its Subsidiaries the Company pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement, instrument, franchise, license or permit to which the terms Company or provisions ofany Material Subsidiary is a party or by which the Company or any Material Subsidiary or their respective operations or assets may be bound, or (iii) result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under under, any Contract material contract to which the Company or any of the its Material Subsidiaries is a party or by which the Company or any of the its Material Subsidiaries or any of its properties assets is boundbound or affected, or (iv) violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the its Material Subsidiaries, except in the case of subclause clauses (ii) or (iv) as would not singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. This Agreement conforms in all material respects to the description thereof required to be contained in the Registration Statement, the Prospectuses and the Disclosure Package.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereofhereof or thereof, as the case may be, except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated herebyhereby and thereby, and the application of the net proceeds from the offering and sale of the Securities to be sold by the Company in the manner set forth in the Prospectus under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws organizational documents of the Company or applicable governing documents of any Material Subsidiary of the Subsidiaries Company or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any Material Subsidiary of its Subsidiaries the Company pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under any Contract contract to which the Company or any of the its Material Subsidiaries is a party or by which the Company or any of the its Material Subsidiaries or any of its properties is boundbound or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of its Material Subsidiaries. This Agreement conforms in all material respects to the Subsidiaries, except description thereof contained in the case of subclause (ii) as would not reasonably be expected to have a Material Adverse EffectRegistration Statement, the Prospectuses and the Disclosure Package.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement and each Terms Agreement. This Agreement has been been, and any Terms Agreement will have been, duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof, except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principlesCompany. The execution and delivery by the Company of this Agreement and any Terms Agreement and the performance of this Agreement and any Terms Agreement, the consummation of the transactions contemplated herebyhereby and thereby, and the application of the net proceeds from the offering and sale of the Securities Shares to be sold by the Company in the manner set forth in the Prospectus under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws of the Company or applicable governing documents of any subsidiary of the Subsidiaries Company or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any subsidiary of its Subsidiaries the Company pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under any Contract to which the Company or any of the Subsidiaries its subsidiaries is a party or by which the Company or any of the Subsidiaries its subsidiaries or any of its properties is boundbound or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the Subsidiariesits subsidiaries (except for such violations, except in the case of subclause (ii) as breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to have a Material Adverse Effect). This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof, except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities to be sold by the Company in the manner set forth in the Prospectus under “Use of Proceeds” do not and will not (i) violate the certificate articles of incorporation or by-laws of the Company or applicable governing documents of any of the Subsidiaries or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its Subsidiaries pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under any Contract to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of its properties is boundbound or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the Subsidiaries, except in the case of subclause (ii) as would not reasonably be expected to have a Material Adverse Effect.

Agreement Duly Authorized and No Breach of Obligations or Charter. The Company ‎Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized‎authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company enforceable against ‎against the Company in accordance with the terms hereofhereof or thereof, as the case may be, except as ‎as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium ‎moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable ‎equitable principles. The execution and delivery by the Company of this Agreement and the performance of this Agreement, the consummation ‎consummation of the transactions contemplated herebyhereby and thereby, and the application of the net ‎net proceeds from the offering and sale of the Securities Shares to be sold by the Company in the manner set ‎set forth in the Prospectus under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws ‎organizational documents of the Company or applicable governing documents of any Subsidiary of the Subsidiaries Company or (ii) result in the creation ‎creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or ‎or any Subsidiary of its Subsidiaries the Company pursuant to the terms or provisions of, or result in a breach or violation ‎violation of any of the terms or provisions of, or constitute a default under, or give any other party ‎party a right to terminate any of its obligations under, or result in the acceleration of any obligation under any Contract contract to which the Company or any of the Subsidiaries is a party or by which ‎which the Company or any of the Subsidiaries or any of its properties is boundbound or affected, or violate ‎violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court ‎court or other governmental agency or body applicable to the business or properties of the Company ‎Company or any of the Subsidiaries, except in the case of subclause (ii) as would not reasonably be expected to have a Material Adverse Effect.. ‎