Common use of Authorization and Issuance of Capital Stock Clause in Contracts

Authorization and Issuance of Capital Stock. The authorization, ------------------------------------------- issuance, sale and delivery of the Series F Preferred Stock pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Common Stock issuable upon conversion of the Series F Preferred Stock issued pursuant to this Agreement (the "Conversion Shares") have been duly authorized ----------------- by all requisite corporate action on the part of the Company, and when issued, sold and delivered in accordance with this Agreement, the Series F Preferred Stock and the Conversion Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free and clear of any Encumbrances, other than Encumbrances under the Documents and those, if any, arising as a result of actions taken by any of the Investors or any of the Additional Investors, and, except as set forth in the Shareholders' Agreement, not subject to preemptive or similar rights of the stockholders of the Company or others. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Preferred Stock of the Company are as stated in the Company's Restated Certificate and the Documents. The Consent and Waiver (regarding, among other things, pre-emptive rights) in the form provided by Xxxxxxx has been signed by the listed signatories thereto and delivered to the Company.

Authorization and Issuance of Capital Stock. The authorization, ------------------------------------------- issuance, sale and delivery of the Series F B Preferred Stock pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Common Stock issuable upon conversion of the Series F Preferred Stock issued pursuant to this Agreement (the "Conversion Shares") Shares have been duly authorized ----------------- by all requisite corporate action on the part of the Company, and when issued, sold and delivered in accordance with this Agreement, the Series F B Preferred Stock and the Conversion Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free and clear of any Encumbrances, other than Encumbrances under the Documents and thoseEncumbrances, if any, arising as a result of actions taken by any of the Investors or any of the Additional Investors, and, except as set forth in the Shareholders' Agreement, not subject to preemptive or similar rights of the stockholders of the Company or others. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Preferred Stock of the Company are as stated in the Company's Restated Certificate of Incorporation and the Documents. The Consent and Waiver (regarding, among other things, pre-emptive rights) in the form provided by Xxxxxxx has been signed by the listed signatories thereto and delivered to the Company.

Authorization and Issuance of Capital Stock. The authorization, ------------------------------------------- issuance, sale and delivery of the Series F D Preferred Stock pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Common Stock issuable upon conversion of the Series F D Preferred Stock issued pursuant to this Agreement (the "Conversion Shares") have been duly authorized ----------------- by all requisite corporate action on the part of the Company, and when issued, sold and delivered in accordance with this Agreement, the Series F D Preferred Stock and the Conversion Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free and clear of any Encumbrances, other than Encumbrances under the Documents and those, if any, arising as a result of actions taken by any of the Investors or any of the Additional Investors, and, except as set forth in the Shareholders' Agreement, not subject to preemptive or similar rights of the stockholders of the Company or others. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Preferred Stock of the Company are as stated in the Company's Restated Certificate and the Documents. The Consent and Waiver (regarding, among other things, pre-emptive rights) in the form provided by Xxxxxxx has been signed by the listed signatories thereto and delivered to the Company.

Authorization and Issuance of Capital Stock. The authorization, ------------------------------------------- issuance, sale and delivery of the Series F A Preferred Stock and the Warrants pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Common Stock issuable upon conversion of Warrant Shares and the Series F Preferred Stock issued pursuant to this Agreement Conversion Shares (the "Conversion Shares"as defined in Section 2.5) have been duly authorized ----------------- by all requisite corporate action on the part of the CompanyCorporation, and when issued, sold and delivered in accordance with this Agreement, the Series F A Preferred Stock Stock, the Warrant Shares and the Conversion Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free and clear of any Encumbrances, other than Encumbrances under the Documents (as defined in Section 2.15) and those, if any, arising as a result of actions taken by any of the Investors or any of the Additional Investors, and, except as set forth in the Shareholders' Agreement, not subject to preemptive or similar rights of the stockholders of the Company Corporation or others. The Except as set forth on Schedule 2.3(b), the terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Preferred Stock of the Company Corporation are as stated in the Company's Restated Certificate and the Documents. The Consent and Waiver (regarding, among other things, pre-emptive rights) in the form provided by Xxxxxxx has been signed by the listed signatories thereto and delivered to the CompanyArticles of Incorporation.

Authorization and Issuance of Capital Stock. The authorization, ------------------------------------------- issuance, sale and delivery of the Series F Preferred Stock Purchased Shares pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Warrant Shares pursuant to the exercise of the Warrants and the shares of Common Stock issuable upon conversion of the Series F Preferred Stock Purchased Shares issued pursuant to this Agreement Beacon hereunder (the "Conversion Shares") have been duly authorized ----------------- by all requisite corporate corporation action on the part of the Company, and when issued, sold and delivered in accordance with this AgreementAgreement or upon conversion of the Purchased Shares or exercise of the Warrants, the Series F Preferred Stock Purchased Shares, the Warrant Shares and the Conversion Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free and clear of any Encumbrances, other than Encumbrances under the Documents and thoseEncumbrances, if any, arising as a result of actions taken by any of the Investors or any of the Additional InvestorsBeacon, and, except as set forth in the Shareholders' Agreement, and not subject to preemptive or similar rights of the stockholders of the Company or othersothers that have not been validly waived. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Preferred Stock of the Company are as stated in the Company's Restated Certificate charter, as amended through the Closing Date, and the Documents. The Consent and Waiver (regarding, among other things, pre-emptive rights) in the form provided by Xxxxxxx has been signed by the listed signatories thereto and delivered to the Company.

Authorization and Issuance of Capital Stock. The ------------------------------------------- authorization, ------------------------------------------- issuance, sale and delivery of the Series F Preferred Stock and the Warrants pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Common Stock issuable upon conversion of Warrant Shares and the Series F Preferred Stock issued pursuant to this Agreement Conversion Shares (the "Conversion Shares"as defined in Section 2.5) have been duly authorized ----------------- by all requisite corporate action on the part of the CompanyCorporation, and and, when issued, sold and delivered in accordance with the terms of this Agreement, the Series F Certificate of Incorporation and the Warrants, as applicable, the Preferred Stock Stock, the Warrant Shares and the Conversion Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereofnonassessable, free and clear of any Encumbrances, other than Encumbrances under the Documents (as defined in Section 2.14) and those, if any, arising as a result of actions taken by any of the Investors or any of the Additional Investors, and, except as set forth in the Shareholders' Agreement, not subject to preemptive or similar rights of the stockholders of the Company Corporation or others. The Except as set forth in the Closing Agreements or on Schedule 2.4, the terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any each series of Preferred Stock of the Company Corporation are as stated in the Company's Restated Certificate of Incorporation and the Documents. The Consent and Waiver (regarding, among other things, preBy-emptive rights) in the form provided by Xxxxxxx has been signed by the listed signatories thereto and delivered to the CompanyLaws.