Common use of Authorization of Preferred Shares Clause in Contracts

Authorization of Preferred Shares. The issuance, sale, and delivery --------------------------------- of the Shares have been duly authorized by all requisite action of the Company, and, when issued, sold, and delivered in accordance with this Agreement, the Shares and the Common Stock deliverable upon conversion of the Shares will be validly issued and outstanding, fully paid, and non-assessable, with no personal liability attaching to the ownership thereof, and, except as may be set forth in the Stockholders Agreement, not subject to preemptive or any other similar rights of the shareholders of the Company or others.

Authorization of Preferred Shares. The (a) On the Closing Date, the issuance, sale, and delivery --------------------------------- of the Preferred Shares to be purchased pursuant to Section 1.1 will have been duly authorized by all requisite action of the Company, and, when issued, sold, and delivered in accordance with this Agreement, the Shares and the Common Stock deliverable upon conversion of the Preferred Shares will be validly issued and outstanding, fully paid, paid and non-assessable, with no personal liability attaching to the ownership thereof, and, except as may be set forth in the Stockholders Agreement, and not subject to preemptive or any other similar rights of the shareholders stockholders of the Company or others.

Authorization of Preferred Shares. The issuance, sale, and delivery --------------------------------- of the Preferred Shares have been duly authorized for issuance by all requisite action of the Company, company and, when issued, sold, issued and delivered in accordance with this Agreementagainst payment therefor as provided herein, the Shares and the Common Stock deliverable upon conversion of the Shares will be validly issued and outstanding, fully paid, paid and non-assessable, with no personal liability attaching to . The issuance of the ownership thereof, and, except as may Preferred Shares will not be set forth in the Stockholders Agreement, not subject to preemptive or any other similar rights rights. All corporate action required to be taken for the authorization, issuance and delivery of the shareholders of the Company or othersPreferred Shares has been validly taken.

Authorization of Preferred Shares. The issuance, sale, and delivery --------------------------------- of the Shares have been duly authorized by all requisite action of the Company, and, when issued, sold, and delivered in accordance with this Agreement, the Shares Shares, and the Common Stock deliverable delivered upon conversion of the Shares will be validly issued and outstanding, fully paid, and non-assessable, with no personal liability attaching to the ownership thereof, and, except as may be set forth in the Stockholders Agreement, not subject to preemptive or any other similar rights of the shareholders of the Company or others.

Authorization of Preferred Shares. The issuance, sale, and delivery of --------------------------------- of the Shares have been duly authorized by all requisite action of the Company, and, when issued, sold, and delivered in accordance with this Agreement, the Shares and the Common Stock deliverable upon conversion of the Shares will be validly issued and outstanding, fully paid, and non-assessablenonassessable, with no personal liability attaching to the ownership thereof, and, except as may be set forth in the Amended and Restated Stockholders AgreementAgreement dated as of this date, not subject to preemptive or any other similar rights of the shareholders of the Company or others.

Authorization of Preferred Shares. The issuance, sale, and delivery --------------------------------- of the Shares have been duly authorized by all requisite action of the Company, and, when issued, sold, and delivered in accordance with this Agreement, the Shares Shares, and the Common Stock deliverable delivered upon conversion of the Shares will be validly issued and outstanding, fully paid, and non-assessablenonassessable, with no personal liability attaching to the ownership thereof, and, except as may be set forth in the Stockholders Agreement, not subject to preemptive or any other similar rights of the shareholders of the Company or others.