Authorization of the Underlying Shares. The Underlying Shares that may be issued upon the exchange of the Underwritten Securities have been duly authorized and validly reserved for issuance by the Company upon the exchange of the Underwritten Securities, and such Underlying Shares, when so issued upon such exchange in accordance with the terms of the Underwritten Securities and the Indenture, 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 or 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 the Underling Shares will be subject to personal liability by reason of being such a holder.
Authorization of the Underlying Shares. The Underlying Shares issuable upon conversion of the Shares have been duly and validly reserved for issuance, have been duly authorized by all necessary corporate action and such shares, when issued upon such conversion or exercise in accordance of the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock, in the form of Exhibit C hereto (the “Certificate of Designation”), as applicable, will be validly issued and will be fully paid and non-assessable, and will be free of any Liens with respect to the issuance thereof; provided, however, that the Underlying Shares shall be subject to restrictions on transfer under state or federal securities laws as set forth in this Agreement, or as otherwise may be required under state or federal securities laws as set forth in this Agreement at the time a transfer is proposed.
Authorization of the Underlying Shares. The Underlying Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to the Depositary or the custodian for the Depositary, will be validly issued, fully paid and nonassessable; there are no restrictions on subsequent transfers of the Ordinary Shares under the laws of England and Wales or the United States or the articles of association of the Company, except as described in the Registration Statement or any Applicable Prospectus; and the issuance of the Underlying Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, except as have been duly waived. Upon the sale and delivery to the Underwriter of the Offered ADSs, and payment therefor pursuant to this Agreement, the Underwriter will acquire such Offered ADSs free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim.
Authorization of the Underlying Shares. The Underlying Shares issuable upon conversion of the Preferred Shares or exercise of the Warrants have been duly authorized and reserved for issuance upon exercise by all necessary corporate action and such shares, when issued upon such conversion or exercise in accordance of the terms of the applicable Warrant or the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, in the form of Exhibit E hereto (the “Certificate of Designation”), as applicable, will be validly issued and will be fully paid and non-assessable, and will be free of any liens or encumbrances with respect to the issuance thereof; provided, however, that the Underlying Shares shall be subject to restrictions on transfer under state or federal securities laws as set forth in this Agreement, or as otherwise may be required under state or federal securities laws as set forth in this Agreement at the time a transfer is proposed. Except as set forth on Section 3.9 of the Disclosure Letter, the issuance and delivery of the Underlying 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 Underlying Shares. (i) The Underlying Shares have been duly authorized and are validly issued, fully paid and non-assessable, and the sale of such Underlying Shares will not be subject to any preemptive rights, resale rights, rights of first refusal or similar rights. The Underlying Shares, when delivered against payment therefor in accordance with the terms of this Agreement, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s constitutive documents or any agreement or other instrument to which the Company is a party; (ii) the Underlying Shares are freely transferable to or for the account of the Cowen and the initial purchasers thereof, and, except as described in the Prospectus or in the documents incorporated by reference in the Prospectus, there are no restrictions on subsequent transfers of the Underlying Shares under the laws of the Cayman Islands, the PRC by non-PRC resident holders, Hong Kong or the United States.
