Common use of Authorization of the Placement Shares Clause in Contracts

Authorization of the Placement Shares. The authorized shares of capital stock of the Company, including the Placement Shares, conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus; the Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus; the outstanding shares of capital stock of the Company and the outstanding capital stock, limited liability company interests and partnership interests, as applicable, of each subsidiary of the Company (each, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”), have been duly and validly authorized and issued and in the case of capital stock, are fully paid and nonassessable, have been issued and sold by the Company or a Subsidiary, as applicable, in compliance with federal and applicable state securities laws; except as disclosed in the Registration Statement or the Prospectus, there are no outstanding (i) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any equity interests of the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such equity interests or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company or any such Subsidiary to issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options; the description of the Company’s incentive, bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorization of the Placement Shares. The authorized shares of capital stock of the Company, including the Placement Shares, conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus; the Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus; the outstanding shares of capital stock of the Company and the outstanding capital stock, limited liability company interests and partnership interests, as applicable, of each subsidiary of the Company (each, except where noted, a “"Subsidiary” " and, collectively, the “"Subsidiaries”"), have been duly and validly authorized and issued and in the case of capital stock, are fully paid and nonassessable, have been issued and sold by the Company or a Subsidiary, as applicable, in compliance with federal and applicable state securities laws; except as disclosed in the Registration Statement or the Prospectus, there are no outstanding (i) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any equity interests of the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such equity interests or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company or any such Subsidiary to issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options; the description of the Company’s 's incentive, bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.