Authorization and Description of the Securities. The Securities have been duly authorized by the Company for sale to the Underwriters pursuant to this Agreement and, when executed and delivered by the Company and authenticated by the Trustee pursuant to the provisions of this Agreement and of the Indenture relating thereto, against payment of the consideration set forth in this Agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture relating thereto. The Securities and the Indenture will conform in all material respect to the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.
Authorization and Description of the Securities the Manager’s Private Placement Shares, the Unit Shares, the Warrant Securities and the Warrant Shares. The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement, the Manager’s Private Placement Shares have been duly authorized for issuance to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement and the Unit Shares and the Warrant Securities have been duly authorized for issuance and sale to the Certain Accredited Investors pursuant to the Unit Purchase Agreements; and, when (A) the Securities have been issued and delivered by the Company to the Underwriters pursuant to this Agreement against payment of the consideration set forth herein, (B) the Manager’s Private Placement Shares have been issued and delivered by the Company to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement against payment of the consideration set forth therein, and (C) the Unit Shares and the Warrant Securities have been issued and delivered by the Company to the Certain Accredited Investors pursuant to the Unit Purchase Agreements against payment of the consideration set forth therein, such Securities, Manager’s Private Placement Shares, Unit Shares and Warrant Securities will be validly issued and fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and will be registered pursuant to Section 12 of the Securities Exchange Act of 1934 Act, as amended (the “1934 Act”); all outstanding shares of capital stock of the Company, including the Securities, the Manager’s Private Placement Shares, the Units (consisting of the Unit Shares and the Warrant Securities), will have been, or will be, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws); the Common Stock, the Units and the Warrant Securities conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities will be subject to personal liability by reason of being a holder of the capital stock of the Company; the issuance of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securiti...
Authorization and Description of the Securities. The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement; when the Securities have been issued and delivered by the Company to the Underwriters pursuant to this Agreement against payment of the consideration set forth herein, such Securities will be validly issued and fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and have been registered pursuant to the 1934 Act; the Common Stock and the Warrants conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being a holder of the capital stock of the Company; and the issuance of the Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company.
Authorization and Description of the Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to 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 conforms in all material respects to all statements relating thereto contained in the Registration Statement, the Prospectus and the General Disclosure Package and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.
Authorization and Description of the Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to 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 conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.
Authorization and Description of the Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration therefor, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.
Authorization and Description of the Securities. The Securities have been duly authorized, and, when the Securities are duly authenticated by the Trustee and executed and delivered in accordance with the Indenture and paid for by the Underwriters in accordance with this Agreement, such Securities will be duly and validly executed, issued and delivered and will constitute valid and binding obligations of the Company; the Securities will conform to the description thereof contained in the Basic Prospectus under the caption “Description of Debt Securities of Vornado Realty L.P.” and in the Pricing Prospectus and the Final Prospectus under the caption “Description of the Notes” and such description will conform to the rights set forth in the Indenture, in each case in all material respects;
Authorization and Description of the Securities. The Securities have been duly authorized by the Company and, at the Closing Time, when issued and delivered by the Company against payment by the Underwriter in accordance with the terms of this Agreement, will have been validly issued, fully paid and nonassessable and conform to the description thereof contained or incorporated by reference in the Prospectus and the Disclosure Package; and the stockholders of the Company will have no preemptive or similar rights with respect to the Securities.
Authorization and Description of the Securities. The Initial Securities and the Option Securities have been duly and validly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the purchase price therefor, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the description thereof contained in the Disclosure Package and the Prospectus and to the instruments defining the same; and the issuance of the Securities will not be subject to any preemptive or similar rights of any securityholder of the Company. No holder of the Securities is or will be subject to personal liability by reason of being such a holder.
Authorization and Description of the Securities. The Rights have been duly authorized by the Company for issuance pursuant to the terms of the Rights Offering. The Shares have been duly authorized by the Company for issuance and sale upon exercise of the Rights pursuant to the terms of the Rights Offering and, when issued and delivered by the Company upon exercise of the Rights pursuant to the terms of the Rights Offering, against payment of the Subscription Price, will be validly issued, fully paid and non-assessable. The Rights and the Common Stock will conform in all material respect to the statements relating thereto contained in the Registration Statement and the Prospectus.
