Common use of Issuance of Designated Securities Clause in Contracts

Issuance of Designated Securities. The Transfer Agent is authorized and directed to issue Securities of the Corporation from time to time upon receiving from the Corporation the following: a. Written instructions as to the issuance from an authorized officer of the Corporation. b. A certified copy of any order, consent, decree or other authorization that may relate to the issuance of the Designated Securities. c. An opinion of the Corporation’s counsel that (i) the Designated Securities are duly authorized, validly issued, fully paid and nonassessable, (ii) issuance of the Designated Securities has been registered (stating effective date thereof) under the Securities Act of 1933 (as amended) (the “Act”) and the class of Securities represented by the Designated Securities has been registered under the Securities Exchange Act of 1934 (as amended), or, if exempt from registration, the basis of such exemption, and (iii) no order or consent of any governmental or regulatory authority other than that provided to the Transfer Agent is required in connection with the issuance of the Designated Securities or, if no such order or consent is required, a statement to that effect. The opinion should also indicate whether it is necessary that the Designated Securities bear a restrictive legend and the wording of the legend or a statement to the effect that all Designated Securities to be issued are freely transferable upon presentation to the Transfer Agent for that purpose. d. Such further documents as the Transfer Agent may reasonably request.

Issuance of Designated Securities. The Transfer Agent is authorized and directed to issue Securities of the Corporation from time to time upon receiving from the Corporation the following: a. 1. Written instructions as to the issuance from an authorized officer of the Corporation. b. 2. A certified copy of any order, consent, decree or other authorization that may relate to the issuance of the Designated Securities. c. 3. An opinion of the Corporation’s counsel that (i) the Designated Securities are duly authorized, validly issued, fully paid and nonassessable, (ii) issuance of the Designated Securities has been registered (stating effective date thereof) under the Securities Act of 1933 (as amended) (the “Act”) and the class of Securities represented by the Designated Securities has been registered under the Securities Exchange Act of 1934 (as amended), or, if exempt from registration, the basis of such exemption, and (iii) no order or consent of any governmental or regulatory authority other than that provided to the Transfer Agent is required in connection with the issuance of the Designated Securities or, if no such order or consent is required, a statement to that effect. The opinion should also indicate whether it is necessary that the Designated Securities bear a restrictive legend and the wording of the legend or a statement to the effect that all Designated Securities to be issued are freely transferable upon presentation to the Transfer Agent for that purpose. d. 4. Such further documents as the Transfer Agent may reasonably request.

Issuance of Designated Securities. The Transfer Agent is authorized and directed to issue Securities of the Corporation from time to time upon receiving from the Corporation the following: a. Written instructions as to the issuance from an authorized officer of the Corporation. b. A certified copy of any order, consent, decree or other authorization that may relate to the issuance of the Designated Securities. c. An opinion of the Corporation’s 's counsel that (i) the Designated Securities are duly authorized, validly issued, fully paid and nonassessable, (ii) issuance of the Designated Securities has been registered (stating effective date thereof) under the Securities Act of 1933 (as amended) (the “"Act”") and the class of Securities represented by the Designated Securities has been registered under the Securities Exchange Act of 1934 (as amended), or, if exempt from registration, the basis of such exemption, and (iii) no order or consent of any governmental or regulatory authority other than that provided to the Transfer Agent is required in connection with the issuance of the Designated Securities or, if no such order or consent is required, a statement to that effect. The opinion should also indicate whether it is necessary that the Designated Securities bear a restrictive legend and the wording of the legend or a statement to the effect that all Designated Securities to be issued are freely transferable upon presentation to the Transfer Agent for that purpose. d. Such further documents as the Transfer Agent may reasonably request.