Authorization of the Debentures. The Debentures have been duly authorized by the Company; when the Debentures are executed, authenticated and issued in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchaser pursuant to this Agreement on the respective Closing Date (assuming due authentication of the Debentures by the Trustee), such Debentures will constitute legally valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; and the Debentures will conform in all material respects to the description thereof contained in the Offering Memorandum.
Authorization of the Debentures. 2.1 The Debentures to be issued and sold under this Agreement by the Issuer will, upon receipt of payment therefor by the Issuer, be duly and validly created, authorized and issued by the Issuer, and the Underlying Shares will be duly and validly created, authorized and issued as fully-paid and non-assessable common shares of the Issuer on the due and valid exercise of the conversion privilege by a holder of the Debentures. Such Debentures and Underlying Shares will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and the Preliminary Prospectus and the Final Prospectus.
Authorization of the Debentures. The Debentures have been duly authorized by the Company; when the Debentures are executed, authenticated and issued in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement on the Closing Date or any Subsequent Closing Date, as the case may be (assuming due authentication of the Debentures by the Trustee), such Debentures will constitute legally valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; and the Debentures will conform in all material respects to the description thereof contained in the Prospectus.
Authorization of the Debentures. The Debentures have been duly authorized by the Company; when the Debentures are executed, authenticated and issued in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers pursuant to this Agreement on the Closing Date or any Subsequent Closing Date, as the case may be (assuming due authentication of the Debentures by the Trustee), such Debentures will constitute legally valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; and the Debentures will conform in all material respects to the description thereof contained in the Final Offering Memorandum.
Authorization of the Debentures. The Company has authorized the ------------------------------- issuance and sale to Purchasers of the Company's subordinated convertible debentures in the aggregate original principal amount of Two Million Dollars ($2,000,000). Such debentures shall be substantially in the form set forth as Exhibit C (each a "Debenture" and collectively the "Debentures"). The Debentures --------- ---------- shall be repayable at the times and under the terms and conditions specified therein.
