Authorization and Description of Units. All of the issued and outstanding Units have been duly authorized for issuance by the Operating Partnership and its general partner and validly issued. The terms of the Units conform in all material respects to the descriptions related thereto in the General Disclosure Package and the Prospectus. Except as disclosed in the General Disclosure Package and the Prospectus, (i) no Units are reserved for any purpose, (ii) other than Series A Preferred Units that are convertible into Common Units, as disclosed in the General Disclosure Package and the Prospectus, there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership.
Authorization and Description of Units. (A) The SDC II Common Stock to be issued by SDC II as a component of the Units has been duly authorized for issuance and sale to the Managers pursuant to this Agreement and to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by SDC II against payment of the purchase price therefor as provided in this Agreement and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the SDC II Common Stock conforms in all material respects to the statements relating thereto contained in the Prospectuses and such description conforms to the rights set forth in the instruments defining the same; no holder of SDC II Common Stock will be subject to personal liability by reason of being such a holder; and the issuance of the SDC II Common Stock is not subject to the preemptive or other similar rights of any securityholder of SDC II.
(B) The Warrants to be issued as a component of the Units have been duly authorized by Dura for issuance and sale to the Managers pursuant to this Agreement and to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when duly executed, issued and delivered by Dura and duly countersigned by the Warrant Agent (as hereinafter defined) in the manner provided for in the Warrant Agreement (the "Warrant Agreement") to be entered into between Dura and ChaseMellon Shareholder Services, as warrant agent (the "Warrant Agent"), and, when issued and delivered by Dura against payment of the purchase price therefor as provided in this Agreement and the U.S. Purchase Agreement, respectively, will constitute valid and binding obligations of Dura, entitled to the benefits of the Warrant Agreement, and will be enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); such Warrants are not subject to the preemptive rights of any stockholder of Dura.
(C) Dura shall have available such number of shares of Dura Common Stock deliverable upon exercise of the Warrants as is sufficient to permit the exercise in full of the Warrants. All shares of Dura Commo...
Authorization and Description of Units. All of the issued and outstanding Units have been duly authorized for issuance by the Operating Partnership and its general partner and validly issued. The terms of the Units conform in all material respects to the descriptions related thereto in the Prospectus. Except as disclosed in the Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership.
Authorization and Description of Units. All of the issued and outstanding Units have been duly authorized for issuance by the Operating Partnership and its general partner and validly issued, and all of the issued and outstanding Units have been offered and sold in transactions exempt from the registration requirements of the 1933 Act and applicable state securities, real estate syndication and blue sky laws. The terms of the Units conform in all material respects to the descriptions related thereto in the General Disclosure Package and the Prospectus. Except as disclosed in the General Disclosure Package and the Prospectus, (i) no Units are reserved for any purpose, (ii) other than Series A Preferred Units that are convertible into Common Units, as disclosed in the General Disclosure Package and the Prospectus, there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership.
Authorization and Description of Units. All of the issued and outstanding units of limited partnership (“Units”) of the Operating Partnership have been duly and validly authorized and issued by the Operating Partnership and conform in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus. None of the Units was issued in violation of the preemptive or other similar rights of any security holder of the Operating Partnership or any other person or entity. Except as set forth in the General Disclosure Package and the Prospectus or are issued and outstanding as of the date hereof under the First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan or the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan, each as amended and as in effect as of the date hereof, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for, Units or other ownership interests of the Operating Partnership. The Units owned by the Company (including all outstanding Series J preferred limited partnership units, Series K preferred limited partnership units and Series L preferred limited partnership units in the Operating Partnership) are owned directly by the Company, free and clear of all Liens, except for Liens securing indebtedness as described in the General Disclosure Package and the Prospectus or except where such Liens would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Authorization and Description of Units. The Units have been duly authorized for issuance and sale by the Partnership Parties in accordance with the Partnership Agreement pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). The Units conform to all statements relating thereto contained in the Registration Statement (as of the date such statements are made), the General Disclosure Package and the Prospectus and such statements (as of the date such statements are made) conform to the rights set forth in the instruments defining the same. No holder of Units will be subject to personal liability by reason of being such a holder.
Authorization and Description of Units. The Common Shares and Warrants comprising the Units and any Additional Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Corporation pursuant to the Transaction Documents against payment of the consideration set forth herein, the Common Shares and Warrants included in the Units and any Additional Securities will be duly created, and, in the case of Common Shares, validly issued and fully paid non-assessable and, in the case of the Warrants, validly issued in accordance with the Warrant Indenture and when issued the Common Shares and Warrants comprising the Units and any Additional Securities will conform to all statements relating thereto contained in the Offering Documents and such description conforms to the rights set forth in the instruments defining the same; the issuance of the Common Shares and Warrants comprising the Units and any Additional Securities is not subject to the pre-emptive rights of any shareholder of the Corporation; and all corporate action required to be taken for the authorization, issuance, sale and delivery of the Common Shares and Warrants comprising the Units and any Additional Securities has been taken.
Authorization and Description of Units. The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act); the Common Units conform in all material respects to all statements relating thereto contained in the Prospectus; no holder of the Units will be subject to personal liability by reason of being such a holder; and the issuance of the Units is not subject to the preemptive or other similar rights of any holder of Units of the Partnership.
Authorization and Description of Units. The Units to be issued in connection with the Formation Transactions, including, without limitation, the Units to be issued to the Company, have been duly authorized for issuance by the Operating Partnership to the holders or prospective holders thereof, and at Closing Time will be validly issued and fully paid. Immediately after Closing Time and not including any Units issued in exchange for proceeds received by the Company in connection with the sale of the Option Securities, ______ Units will be issued and outstanding. The Units have been and will be offered and sold at or prior to Closing Time in compliance with all applicable laws (including, without limitation, federal and state securities laws) and the issuance and sale of such Units in the Formation Transactions will be exempt from the registration requirements of the 1933 Act pursuant to Section 4(2)
Authorization and Description of Units. The Units to be issued in the Formation Transactions (the “Contributor Units”) have been duly authorized for issuance by the Operating Partnership and its general partner and, at the Closing Time, will be validly issued. The issuance and sale by the Operating Partnership of the Units in connection with the Formation Transactions are exempt from the registration requirements of the 1933 Act and applicable state securities, real estate syndication and blue sky laws. The terms of the Units conform in all material respects to the descriptions related thereto in the General Disclosure Package and the Prospectus. Except as disclosed in the General Disclosure Package and the Prospectus, (i) no Units are reserved for any purpose, (ii) other than Preferred Units that are convertible into Common Units, as disclosed in the General Disclosure Package and the Prospectus, there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership.
