Common use of Authorization of Offered Shares Clause in Contracts

Authorization of Offered Shares. The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares. The Offered Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Time of Sale Prospectus and the Prospectus.

Authorization of Offered Shares. The Offered Shares Shares, have been duly authorized for issuance and sale pursuant to this Agreement andAgreement, and when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided herein, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights rights, and will be registered pursuant to subscribe for or purchase Section 12 of the Offered SharesExchange Act. The Offered Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Time of Sale Prospectus and the Prospectus.