Common use of Authorization and Description of Units Clause in Contracts

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 U.S. Underwriters pursuant to this Agreement and to the International Managers pursuant to the International 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 International 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.

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 U.S. Underwriters pursuant to this Agreement and to the International Managers pursuant to the International 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 International 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.

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 U.S. Underwriters Managers pursuant to this Agreement and to the International Managers U.S. Underwriters pursuant to the International 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 International 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.