Common use of Authorization of Deposit Agreement Clause in Contracts

Authorization of Deposit Agreement. If the Offered Securities include Depositary Shares or if Debt Securities are convertible into Depositary Shares representing Preferred Stock, the applicable Deposit Agreement has been, or prior to the issuance of such Depositary Stock will have been, duly authorized, executed and delivered by the Company and, upon such authorization, execution and delivery, and assuming due authorization, execution and delivery by the applicable Depositary of the applicable Deposit Agreement, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). Each registered holder of a Depositary Receipt under the applicable Deposit Agreement will be entitled to the proportional rights, preferences and limitations of the Preferred Stock represented by the Depositary Shares evidenced by such Depositary Receipt and to such other rights as are granted to such registered holder in such Deposit Agreement.

Authorization of Deposit Agreement. If the Offered Underwritten Securities being sold pursuant to the applicable Terms Agreement include Depositary Shares or if Debt Securities are convertible into Depositary Shares representing Preferred Stock, the applicable Deposit Agreement has been, or prior to the issuance of such Depositary Stock Shares will have been, duly authorized, executed and delivered by the Company and, upon such authorization, execution and delivery, and assuming due authorization, execution and delivery by the applicable Depositary of the applicable Deposit Agreement, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or and by general equitable principles (regardless of whether enforcement is considered in a proceeding sought by proceedings in equity or at law). Each registered holder of a Depositary Receipt under the applicable Deposit Agreement will be entitled to the proportional rights, preferences and limitations of the Preferred Stock represented by the Depositary Shares evidenced by such Depositary Receipt and to such other rights as are granted to such registered holder in such Deposit Agreement.

Authorization of Deposit Agreement. If the Offered Underwritten Securities being sold pursuant to the applicable Terms Agreement include Depositary Shares or if Debt Securities are convertible into Depositary Shares representing represented by Preferred Stock, the applicable Deposit Agreement has been, or prior to the issuance of such Depositary Stock Shares will have been, duly authorized, executed and delivered by the Company and, upon such authorization, execution and delivery, and assuming due authorization, execution and delivery by the applicable Depositary of the applicable Deposit Agreement, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). Each registered holder of a Depositary Receipt under the applicable Deposit Agreement will be entitled to the proportional rights, preferences and limitations of the Preferred Stock represented by the Depositary Shares evidenced by such Depositary Receipt and to such other rights as are granted to such registered holder in such Deposit Agreement.

Authorization of Deposit Agreement. If the Offered Underlying Securities ---------------------------------- related to the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Depositary Shares or if Debt Securities are convertible into Depositary Shares representing Preferred StockShares, the applicable Deposit Agreement has been, or prior to the issuance of such Depositary Stock Underwritten Securities will have been, duly authorized, executed and delivered by the Company and, upon such authorization, execution and delivery, and delivery (assuming due authorization, execution and delivery by the applicable Depositary of the applicable Deposit AgreementDepositary), will constitute a valid and legally binding agreement of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by and except as enforcement thereof is subject to general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Each registered holder of a Depositary Receipt under the applicable Deposit Agreement will be entitled to the proportional rights, preferences and limitations of the Preferred Stock represented by the Depositary Shares evidenced by such Depositary Receipt and to such other rights as are granted to such registered holder in such Deposit Agreement.

Authorization of Deposit Agreement. If the Offered Underwritten ---------------------------------- Securities being sold pursuant to the applicable Terms Agreement include Depositary Shares or if Debt Securities are convertible into Depositary Shares representing represented by Preferred Stock, the applicable Deposit Agreement has been, or prior to the issuance of such Depositary Stock Shares will have been, duly authorized, executed and delivered by the Company and, upon such authorization, execution and delivery, and assuming due authorization, execution and delivery by the applicable Depositary of the applicable Deposit Agreement, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). Each registered holder of a Depositary Receipt under the applicable Deposit Agreement will be entitled to the proportional rights, preferences and limitations of the Preferred Stock represented by the Depositary Shares evidenced by such Depositary Receipt and to such other rights as are granted to such registered holder in such Deposit Agreement.

Authorization of Deposit Agreement. If the Offered Underwritten ---------------------------------- Securities being sold pursuant to the applicable Terms Agreement include Depositary Shares or if Debt Securities are convertible into Depositary Shares representing Preferred StockShares, the applicable Deposit Agreement has been, or prior to the issuance of such Depositary Stock Shares will have been, duly authorized, executed and delivered by the Company and, upon such authorization, execution and delivery, and delivery (assuming due authorization, execution and delivery by the applicable Depositary of the applicable Deposit AgreementDepositary), will constitute a valid and legally binding agreement of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by and except as enforcement thereof is subject to general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Each registered holder of a Depositary Receipt under the applicable Deposit Agreement will be entitled to the proportional rights, preferences and limitations of the Preferred Stock represented by the Depositary Shares evidenced by such Depositary Receipt and to such other rights as are granted to such registered holder in such Deposit Agreement.

Authorization of Deposit Agreement. If the Offered Underwritten ---- ---------------------------------- Securities being sold pursuant to the applicable Terms Agreement include Depositary Shares or if Debt Securities are convertible into Depositary Shares representing represented by Preferred Stock, the applicable Deposit Agreement has been, or prior to the issuance of such Depositary Stock Shares will have been, duly authorized, executed and delivered by the Company and, upon such authorization, execution and delivery, and assuming due authorization, execution and delivery by the applicable Depositary of the applicable Deposit Agreement, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). Each registered holder of a Depositary Receipt under the applicable Deposit Agreement will be entitled to the proportional rights, preferences and limitations of the Preferred Stock represented by the Depositary Shares evidenced by such Depositary Receipt and to such other rights as are granted to such registered holder in such Deposit Agreement.