Authorization of Common Stock. If the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Common Stock, such Underwritten Securities have been, or as of the date of such Terms Agreement will have been, duly authorized by the Company for issuance and sale pursuant to this Underwriting Agreement and such Terms Agreement. Such Underwritten Securities, when issued and delivered by the Company pursuant to this Underwriting Agreement and such Terms Agreement against payment of the consideration therefor specified in such Terms Agreement, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Company. No holder of such Underwritten Securities is or will be subject to personal liability by reason of being such a holder.
Authorization of Common Stock. The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable.
Authorization of Common Stock. The Company has authorized the issuance and sale of 1,000,000 shares (the "Shares") of its authorized but unissued shares of common stock, $.01 par value (the "Common Stock"), having the rights set forth in the Certificate of Incorporation of the Company.
Authorization of Common Stock. The shares of issued and outstanding Common Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of Common Stock, Class B Preferred Stock or Class C Preferred Stock was issued in violation of preemptive or other similar rights arising by operation of law, under the charter or bylaws of the Company, under any agreement or instrument to which the Company or any of its subsidiaries is a party or otherwise; and the Company's authorized but unissued Class A Junior Participating Preferred Stock, par value $1.00 per share (the "Class A Preferred Stock"), the Class B Preferred Stock, the Class C Preferred Stock and the Rights Agreement dated as of June 25, 1998 (the "Rights Agreement") between the Company and The Bank of New York conform to all statements relating thereto contained or incorporated by reference in the Prospectus and such statements conform to the rights set forth in the instruments defining the same.
Authorization of Common Stock. The issuance and delivery by Parent of the shares of Common Stock comprising part of the Purchase Price as described in item 5 of Exhibit A has been authorized and approved by all requisite corporate action on the part of Parent. Such shares of Common Stock are validly issued, fully paid and non-assessable.
Authorization of Common Stock. The shares of Pool Stock, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.
Authorization of Common Stock. Upon issuance and delivery of the Debentures in accordance with this Agreement, the Debentures will be convertible at the option of the holders thereof for shares of Common Stock in accordance with the terms of the Debentures and this Agreement; the Conversion Shares and the Interest Shares have been duly and validly authorized and reserved for issuance upon payment of interest and upon conversion by all necessary corporate action of the Company, and such shares, when issued upon such conversion or as a payment of interest in accordance with the terms of the Debentures and this Agreement, will be duly and validly issued and will be fully paid and non-assessable; no holder of such shares will be subject to personal liability solely by reason of being such a holder; and the issuance of such shares upon conversion or as a payment of interest in accordance with the terms of the Debentures and this Agreement will not be subject to the preemptive or other similar rights of any security holder of the Company arising by operation of law, or under the Certificate of Incorporation or bylaws of the Company or under any agreement to which the Company is a party or by which the Company is bound.
Authorization of Common Stock. The Common Stock to be issued has been duly authorized for issuance by the Company and, when duly issued and delivered by the Company against payment therefor in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or other similar rights.
Authorization of Common Stock. The Company has authorized the issuance and sale of up to 29,900,000 shares of Common Stock, of which 11,131,428 shares are issued and outstanding.
Authorization of Common Stock. The Underwritten Securities ----------------------------- have been, or as of the date of the applicable Terms Agreement will have been, duly authorized by the Company for issuance and sale pursuant to this Underwriting Agreement and such Terms Agreement. Such Underwritten Securities, when issued and delivered by the Company pursuant to this Underwriting Agreement and such Terms Agreement against payment of the consideration therefor specified in such Terms Agreement, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Company. No holder of such Underwritten Securities is or will be subject to personal liability by reason of being such a holder.
