Authorization of the Conversion Shares. The Conversion Shares have been duly authorized and reserved and, when issued upon conversion of the Notes in accordance with the terms of the Notes and the Indenture, will be validly issued, fully paid and nonassessable, and the issuance of such shares will not be subject to any preemptive or similar rights.
Authorization of the Conversion Shares. The shares of Common Stock initially issuable upon conversion of the Debentures have been duly authorized and reserved and, when issued upon conversion of the Debentures in accordance with the terms of the Debentures, will be validly issued, fully paid and nonassessable, and the issuance of such shares will not be subject to any preemptive or similar rights.
Authorization of the Conversion Shares. Upon issuance and deposit of the Preferred Stock against issuance of the Securities in accordance with this Agreement, the Deposit Agreement and as described in the General Disclosure Package and the Prospectus and the filing and effectiveness of the Certificate of Designations, the Preferred Stock will be convertible into the Conversion Shares in accordance with the terms of the Preferred Stock and the Certificate of Designations; a number of Conversion Shares (the “Maximum Number of Conversion Shares”) equal to the sum of the maximum number of shares of Common Stock deliverable by the Company upon conversion of the Preferred Stock (including the maximum number of shares of Common Stock deliverable by the Company upon conversion in connection with a fundamental change (as defined in the General Disclosure Package) (including the maximum number of shares of Common Stock deliverable by the Company in respect of any fundamental change dividend make-whole amount and any accumulated dividend amount (in each case, as defined in the General Disclosure Package))) and the maximum number of shares of Common Stock deliverable by the Company in respect of any early conversion additional conversion amount and any additional conversion amount (each as defined in the General Disclosure Package) (assuming the Company elects to issue and deliver the maximum number of shares of Common Stock in connection with any such early conversion additional conversion amount and any such additional conversion amount), in each case, in accordance with the terms of the Preferred Stock and the Certificate of Designations, has been duly authorized and reserved for issuance by all necessary corporate action and such Conversion Shares, when issued upon such conversion or delivery (as the case may be) in accordance with the terms of the Preferred Stock and the Certificate of Designations will be validly issued, fully paid and non-assessable, will conform to all statements relating thereto in the Registration Statement, the General Disclosure Package and the Prospectus and will not be subject to the preemptive or other similar rights of any securityholder of the Company.
Authorization of the Conversion Shares. The Conversion Shares have been duly authorized and reserved by the Company and, when issued upon conversion of the Notes in accordance with the terms of the Notes and the Indenture, will be validly issued, fully paid and nonassessable, and the issuance of the Conversion Shares will not be subject to any preemptive rights, rights of first offer or refusal or other similar rights to subscribe for or purchase securities of the Company or any subsidiary of the Company. The Common Stock (including the Conversion Shares) conforms in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus.
Authorization of the Conversion Shares. The maximum number of shares of Common Stock initially issuable upon conversion of the Notes (including the maximum number of shares of Common Stock that may be issued upon conversion of the Notes in connection with a make-whole fundamental change), assuming the Company elects to issue and deliver solely shares of Common Stock in respect of all such conversions, have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action, and any such shares of Common Stock, when issued upon such conversion, will be validly issued and will be fully paid and non-assessable; and the issuance of any such shares of Common Stock upon such conversion will not be subject to the preemptive or other similar rights of any security holder of the Company.
Authorization of the Conversion Shares. The shares of Common Stock initially issuable upon conversion of the Securities (assuming, for these purposes, that (x) all the Securities are converted by a single holder thereof; and (y) such conversion is settled solely by the delivery of shares of Common Stock at the Maximum Conversion Rate (as defined below)) have been duly authorized and reserved for issuance upon conversion of the Securities, and, when such shares are issued and delivered upon conversion in accordance with the Indenture, such shares will be validly issued, fully paid and non-assessable and free from pre-emptive rights under the Certificate of Incorporation of the Company, the laws of the state of Iowa or any agreement to which the Company or any of its subsidiaries is a party. “Maximum Conversion Rate” means the “Conversion Rate” (as defined in the Indenture) plus the maximum increase thereto in connection with a “Make-Whole Fundamental Change” (as defined in the Indenture).
Authorization of the Conversion Shares. The shares of Common Stock initially issuable upon conversion, redemption or repurchase of the Debentures have been duly authorized and reserved and, when issued upon conversion, redemption or repurchase of the Debentures in accordance with the terms of the Debentures and the Indenture, will be validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances, equities or claims, will conform to the description thereof in the Offering Memorandum and the issuance of such shares will not be subject to any preemptive or similar rights.
Authorization of the Conversion Shares. The Conversion Shares issuable upon conversion of the New Note have been duly authorized and reserved for issuance upon conversion by all necessary corporate action and such shares, when issued upon such conversion in accordance of the terms of the New Note, will be validly issued and will be fully paid and nonassessable, and will be free of any liens or encumbrances with respect to the issuance thereof; provided, however, that the Conversion Shares shall be subject to restrictions on transfer under state or federal securities laws as set forth in this Exchange Agreement and the New Note, or as otherwise may be required under state or federal securities laws as set forth in this Exchange Agreement at the time a transfer is proposed. The issuance and delivery of the Conversion Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any other person, or any liens or encumbrances or result in the triggering of any anti-dilution or other similar rights under any outstanding securities of the Company.
Authorization of the Conversion Shares. The Conversion Shares initially issuable upon conversion of the Preferred Shares have been duly authorized and reserved and, when issued upon conversion of the Preferred Shares in accordance with the terms of the Preferred Shares, will be validly issued, fully paid and nonassessable, and the issuance of such shares will not be subject to any preemptive or similar rights . The rights (the “Rights”), if any, evidenced by the Conversion Shares to the extent provided in the Rights Agreement dated as of November 11, 1998, as amended as of December 13, 2000 and February 28, 2002 (the “Rights Agreement”), between the Company and BankBoston N.A. as rights agent, have been duly authorized and when issued upon conversion of the Preferred Shares in accordance with the terms thereof will be validly issued..
Authorization of the Conversion Shares. The shares of Common Stock initially issuable upon conversion of the Securities (assuming, for these purposes, that (x) all the Securities are converted by a single holder thereof; and (y) such conversion is settled solely by the delivery of shares of Common Stock at the Maximum Conversion Rate (as defined below)) (such number of Conversion Shares, the “Maximum Number of Conversion Shares”) have been duly authorized and reserved for issuance upon conversion of the Securities, and, when such shares are issued and delivered upon conversion in accordance with the Indenture, such shares will be validly issued, fully paid and non-assessable and free from pre-emptive rights under the Company’s Amended and Restated Certificate of Incorporation or any agreement to which the Company or any of its subsidiaries is a party. “Maximum Conversion Rate” means the “Conversion Rate” (as defined in the Indenture) plus the maximum increase thereto in connection with a “Make-Whole Fundamental Change” (as defined in the Indenture).
