Authorization of Underlying Securities. If the Underlying Securities related to the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Common Stock or Preferred Stock, such Underlying Securities have been, or as of the date of such Terms Agreement will have been, duly authorized and reserved for issuance by the Company upon exercise of the Common Stock Warrants or Preferred Stock Warrants, as applicable, or upon conversion of the related Preferred Stock, Senior Debt Securities or Subordinated Debt Securities, as applicable. If the Underlying Securities include Common Stock or Preferred Stock, such Underlying Securities, when issued upon such exercise or conversion, as applicable, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Company. No holder of such Common Stock or Preferred Stock is or will be subject to personal liability by reason of being such a holder. If the Underlying Securities related to the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Senior Debt Securities and/or Subordinated Debt Securities, such Underlying Securities have been, or as of the date of such Terms Agreement will have been, duly authorized for issuance by the Company upon the exercise of the Debt Security Warrants or upon conversion of the related Preferred Stock. Such Underlying Securities, when issued and authenticated in the manner provided for in the applicable Indenture and delivered in accordance with the terms of the Debt Security Warrants or the related Preferred Stock, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by requirements that a claim with respect to any Debt Securities payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to li...
Authorization of Underlying Securities. 8 (17) Descriptions of the Underwritten Securities, Underlying Securities, Indentures and Warrant Agreement...............9 (18) Absence of Defaults and Conflicts..............................9 (19) Absence of Labor Dispute......................................10 (20) Absence of Proceedings........................................10 (21) Accuracy of Exhibits..........................................11 (22) Absence of Further Requirements...............................11 (23)
Authorization of Underlying Securities. If the Underlying Securities related to the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Common Stock or Preferred Stock, such Underlying Securities have been, or as of the date of such Terms Agreement will have been, duly authorized and reserved for issuance by the Company upon exercise of the Common Stock Warrants or Preferred Stock Warrants, as applicable, or upon conversion of the related Preferred Stock or Depositary Shares, as applicable. If the Underlying Securities include Common Stock or Preferred Stock, such Underlying Securities, when issued upon such exercise or conversion, as applicable, 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 and 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 such Common Stock or Preferred Stock will be subject to personal liability by reason of being such a holder.
Authorization of Underlying Securities. If the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Underlying Securities consisting of Common Stock, such Underlying Securities have been, or as of the date of such Terms Agreement will have been, duly authorized and reserved for issuance by PSEG upon conversion of the related Preferred Stock. The Common Stock constituting the Underlying Securities, when issued upon such conversion, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of PSEG. No holder of such Common Stock is or will be subject to personal liability by reason of being such a holder.
Authorization of Underlying Securities. The Underlying Securities related to the Underwritten Securities being sold pursuant to the applicable Terms Agreement have been, or as of the date of such Terms Agreement will have been, duly authorized and reserved for issuance by the Company upon exercise of the Common Stock Warrants or upon conversion of the related Preferred Stock, as applicable. Such Underlying Securities, when issued upon such exercise or conversion, as applicable, 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 and by-laws of the Company or under any agreement to which the Company, the Operating Partnership, any subsidiary or any Property Partnership is a party, or otherwise. No holder of such Common Stock will be subject to personal liability by reason of being such a holder.
Authorization of Underlying Securities. If the Underlying Securities related to the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Common Stock or Preferred Stock such Underlying Securities have been, or as of the date of such Terms Agreement will have been, duly authorized and reserved for issuance by the Company upon conversion of the related Preferred Stock, as applicable. If the Underlying Securities include Common Stock or Preferred Stock, such Underlying Securities, when issued upon such exercise or conversion, as applicable, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Company. No holder of such Common Stock, Preferred Stock is or will be subject to personal liability by reason of being such a holder.
Authorization of Underlying Securities. If the Underlying Securities related to the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Common Stock, Preferred Stock or Depositary Shares, such Underlying Securities have been, or as of the date of such Terms Agreement will have been, duly authorized and reserved for issuance by the Companies upon exercise of the Common Stock Warrants or Preferred Stock Warrants, as applicable, or upon conversion of the related Preferred Stock or Depositary Shares, as applicable. If the Underlying Securities include Common Stock or Preferred Stock, such Underlying Securities, when issued upon such exercise or conversion, as applicable, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights arising - 9 - by operation of law, under the charter and by-laws of the Companies or under any agreement to which the Companies or any of the other Simon Entities is a party, or otherwise. If the Underlying Securities include Depositary Shares, such Underlying Securities, upon deposit by the Companies of the Preferred Stock represented thereby with the applicable Depositary and the execution and delivery by such Depositary of the Depositary Receipts evidencing such Depositary Shares, in each case pursuant to the applicable Deposit Agreement, will represent legal and valid interests in such Preferred Stock. No holder of such Common Stock, Preferred Stock or Depositary Receipts evidencing Depositary Shares will be subject to personal liability by reason of being such a holder.
Authorization of Underlying Securities. 9 (16) Descriptions of the Underwritten Securities, Underlying Securities and Warrant Agreement . . . . . 9 (17) Authorization of this Underwriting Agreement and Terms Agreement . . . . . . . . . . . . . . . . . . . 10 (18) Absence of Defaults and Conflicts . . . . . . . . . . 10 (19) Absence of Labor Dispute . . . . . . . . . . . . . . 11 (20) Absence of Proceedings . . . . . . . . . . . . . . . 11 (21) Accuracy of Exhibits . . . . . . . . . . . . . . . . 11 (22) REIT Qualification . . . . . . . . . . . . . . . . . 11 (23) Investment Company Act . . . . . . . . . . . . . . . 12 (24)
Authorization of Underlying Securities. The Underlying Securities have been duly authorized and duly reserved in sufficient numbers for issuance by the Holding Company upon conversion of the Shares. Upon conversion of the Shares, the Underlying Securities will have the benefit of the registration rights set forth in the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") in the form of Exhibit B-4 attached hereto.
Authorization of Underlying Securities. The maximum number of Underlying Securities (assuming (i) full physical settlement of the Securities upon conversion, (ii) the maximum conversion rate under any “make-whole” adjustment applies, as described in the Indenture and (iii) the Underwriters exercise their option to purchase the Option Securities in full) (the “Maximum Number of Underlying Securities”) has been duly authorized by the Company, reserved for issuance upon conversion of the Securities and, if and when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights. No holder of the Underlying Securities will be subject to personal liability by reason of being such a holder. The Underlying Securities conform in all material respects to the descriptions thereof in the General Disclosure Package and the Final Prospectus.
