Authorization of Preferred Stock. If the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Preferred 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. The applicable Preferred Stock, when issued and delivered by the Company pursuant to this Underwriting Agreement and such Terms Agreement against payment of the consideration therefor, 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 Preferred Stock is or will be subject to personal liability by reason of being such a holder. The applicable Certificate of Designations will be in full force and effect prior to the Closing Time.
Authorization of Preferred Stock. The Company has authorized the issuance and sale of up to 4,000,000 shares of its Series C Convertible Preferred Stock, $1.00 par value (the “Series C Preferred Stock”) to be issued under the Agreement. The rights, privileges, and preferences of the Series C Preferred Stock are as set forth in the Company’s Restated Articles of Organization, as amended, in the form attached to this Agreement as Exhibit A.
Authorization of Preferred Stock. If the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Preferred 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. The applicable Preferred Stock, 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 arising by operation of law, under the charter and by-laws of the Company or under any agreement to which the Company, the Operating Partnership or any Subsidiary is a party, or otherwise. No holder of Preferred Stock will be subject to personal liability by reason of being such a holder. The applicable Articles Supplementary will be in full force and effect prior to the Closing Time and will comply with all applicable legal requirements.
Authorization of Preferred Stock. The Company has authorized the issuance and sale of 4,500 shares (the "Shares") of its authorized but unissued shares of Preferred Stock, having the rights set forth in the Certificate of Incorporation of the Company.
Authorization of Preferred Stock. The Company has authorized the issuance and sale of 7,568 shares (the "Shares") of its authorized but unissued shares of the Preferred Stock, having the rights set forth in the Certificate of Incorporation of the Company.
Authorization of Preferred Stock. The issuance of the Preferred Stock, as well as the shares of Conversion Stock, has been duly authorized by all necessary corporate action of the Buyer. Upon the issuance of the Preferred Stock pursuant to this Agreement, and upon the issuance of shares of Conversion Stock, such Preferred Stock and/or Conversion Stock, as the case may be, shall be validly issued, fully paid and non-assessable.
Authorization of Preferred Stock. The Company will prior to the Closing (as defined below), authorize and create a series of its Preferred Stock consisting of 15,847,099 shares, $0.001 par value per share, designated as its “Series A Redeemable Convertible Preferred Stock” (the Series A Preferred Stock). The terms, limitations and relative rights and preferences of the Series A Preferred Stock will be set forth in the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series A Preferred Stock of the Company, a form of which is attached hereto as Exhibit A (the Certificate of Designations). The shares of Common Stock issuable upon conversion of the Series A Preferred Stock are collectively referred to herein as the Conversion Shares. The shares of Series A Preferred Stock to be issued on the Closing Date (as defined below) shall initially be convertible into shares of Common Stock constituting 18.16% of the outstanding shares of Common Stock of the Company, determined on a fully-diluted basis.
Authorization of Preferred Stock. The Preferred Stock has been duly authorized and, when issued and sold as contemplated by the Prospectus and upon payment therefor as provided in this Agreement and the Prospectus, will be validly issued, fully paid and nonassessable and will conform in all material aspects to the description thereof contained in the Prospectus.
Authorization of Preferred Stock. The Company has authorized the issuance and sale of up to 500,000 shares of its Series D Preferred Stock, $.01 par value (such Series D Preferred Stock being hereinafter referred to as the "D Stock") to be issued under the Purchase Agreement. The rights, privileges, and preferences of the D Stock are as set forth in the Company's Certificate of Amendment of Certificate of Incorporation (the "Certificate of Amendment") in the form attached to this Purchase Agreement as Exhibit "A".
Authorization of Preferred Stock. The Company has authorized the issuance of the Preferred Stock.
