Common use of Authorization of the Offered Shares Clause in Contracts

Authorization of the 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, and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares. The Shares (including the Offered Shares), when issued, will conform in all material respects to the description thereof set forth in the Time of Sale Prospectus under the caption “Description of Capital Stock.”

Authorization of the Offered Shares. (i) 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, ; and (ii) and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares. The Shares (including the Offered Shares), when issued, will conform in all material respects to the description thereof set forth in the Time of Sale Prospectus under the caption “Description of Capital Stock.”