Common use of Authorization and Description of the Shares Clause in Contracts

Authorization and Description of the Shares. The Shares to be issued and sold by the Company to the Underwriters hereunder 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 Shares conform and will conform to the 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares by the Company is not subject to the preemptive right, co-sale right, registration right, right of first refusal or other similar rights of any securityholder of the Company other than those that have been expressly waived prior to the date hereof. Except as disclosed in or contemplated by the Prospectus and the financial statements of the Company, and the related notes thereto, included in the Prospectus, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock option and other plans or arrangements, and the options or other rights granted and exercised thereunder, set forth in the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Authorization and Description of the Shares. The Shares to be issued and sold by the Company to the Underwriters hereunder 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 Shares conform and will conform to the 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares by the Company is not subject to the preemptive right, co-sale right, registration right, right of first refusal or other similar rights of any securityholder of the Company other than those that have been expressly waived prior to the date hereof. Except as disclosed in or contemplated by the Prospectus and the financial statements of the Company, and the related notes thereto, included in the Prospectus, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's Company"s stock option and other plans or arrangements, and the options or other rights granted and exercised thereunder, set forth in the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Authorization and Description of the Shares. The Upon the filing of the Articles of Amendment with the VSCC and the issuance by the VSCC of a certificate of amendment, the Shares to be issued and sold purchased by the Underwriters from the Company to the Underwriters hereunder will 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; and at or before the Closing Date, the Company shall have filed a Form 8-A with the Commission to register the Shares conform pursuant to Section 12 of the Exchange Act; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company. Upon the filing of the Articles of Amendment with the VSCC and the issuance by the VSCC of a certificate of amendment, the shares of the Common Stock issuable upon conversion of the Shares will have been duly and validly authorized and reserved for issuance by the Company and, when issued and delivered upon conversion and in accordance with the terms of the Company’s Restated Articles of Incorporation, including the Articles of Amendment, will be validly issued and fully-paid and non-assessable; and will not have been issued in violation of any preemptive or other similar rights of any securityholder of the Company. The Preferred Stock and Common Stock conform in all material respects to the all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus and such description of the Preferred Stock conforms in all material respects to the rights set forth in the instruments defining the same; no Articles of Amendment. No holder of the Shares Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Shares by the Company is not subject to the preemptive right, co-sale right, registration right, right of first refusal or other similar rights of any securityholder of the Company other than those that have been expressly waived prior to the date hereof. Except as disclosed in or contemplated by the Prospectus and the financial statements of the Company, and the related notes thereto, included in the Prospectus, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock option and other plans or arrangements, and the options or other rights granted and exercised thereunder, set forth in the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.