Common use of Offered Securities; Capitalization Clause in Contracts

Offered Securities; Capitalization. The Offered Securities delivered on such Closing Date have been duly authorized in accordance with the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (together, the “Governing Documents”) and when issued and delivered by the Company to the Underwriters upon payment therefor in accordance with the Underwriting Agreement, will be validly issued in accordance with the Governing Documents and fully paid and nonassessable, conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus in all material respects; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities under federal law, the Delaware General Corporation Law (the “DGCL”) the Company’s Governing Documents or other instrument filed as an exhibit to the Registration Statements to which the Company is a party or by which the Company is bound.

Offered Securities; Capitalization. The Offered Securities delivered on such Closing Date have been duly authorized in accordance with the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (together, the “Governing Documents”) and when issued and delivered by the Company to the Underwriters upon payment therefor in accordance with the Underwriting Agreement, will be validly issued in accordance with the Governing Documents and fully paid and nonassessable, conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus in all material respects; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities under federal law, the Delaware General Corporation Law (the “DGCL”) the Company’s Governing Documents or other instrument filed as an exhibit to the Registration Statements Statement to which the Company is a party or by which the Company is bound.

Offered Securities; Capitalization. The Offered Securities delivered on such Closing Date have been duly authorized in accordance with the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (together, the “Governing Documents”) and when issued and delivered by the Company to the Underwriters upon payment therefor in accordance with the Underwriting Agreement, will be validly issued in accordance with the Governing Documents and fully paid and nonassessable, conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus in all material respects; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities under federal law, the Delaware General Corporation Law (the “DGCL”) ), the Company’s Governing Documents or other instrument filed as an exhibit to the Registration Statements to which the Company is a party or by which the Company is bound.