Common use of Offered Securities Clause in Contracts

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be as set forth in the General Disclosure Package; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will 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; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the CompanyCompany will, after giving effect to the Reorganization Transactions, will have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be as set forth in the General Disclosure Package; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will 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 respectsProspectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Prior to the First Closing Date, the Offered Securities to be issued and all other sold by the Company will be duly authorized. All outstanding shares of capital stock of the Company, after giving effect including the Offered Securities to be sold by the Reorganization TransactionsSelling Stockholders, will have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be is as set forth in the General Disclosure PackagePackage and the Final Prospectus; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will beare, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will 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 respectsProspectus; the stockholders of the Company have no preemptive rights with respect to the Securities that have not been waived, including in connection with the offering of the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will Company have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be is as set forth in the General Disclosure Package; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will beare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus in all material respectsProspectus; the stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly and validly waived in writing; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities Securities, the shares of Common Stock to be issued and sold under the Private Placement Agreement and all other issued and outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will Company have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be is as set forth in the General Disclosure PackagePackage and the Final Prospectus; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will beare, and, and when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will do or will, as the case may be, conform in all material respects to the information respective statements relating thereto contained in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus in all material respects; the Prospectus. The stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none . None of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company, after giving effect to the Reorganization TransactionsCorporate Conversion, will have been duly authorized; after giving effect to the Reorganization TransactionsCorporate Conversion, the authorized equity capitalization of the Company will be as set forth in the General Disclosure Package; after giving effect to the Reorganization TransactionsCorporate Conversion, all outstanding shares of capital stock of the Company will be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will 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; except as disclosed in the General Pricing Disclosure and the Final Prospectus, the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will Company have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be is as set forth in the General Disclosure Package; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will beare validly issued, and, fully paid and nonassessable and conform in all material respects to the information in the General Disclosure Package; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus in all material respectsProspectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will Company have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be is as set forth in the General Disclosure PackagePackage and the Final Prospectus; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will beare, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus in all material respectsProspectus; the stockholders of the Company have no preemptive rights rights, granted or provided by the Company or required by applicable state laws, with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of granted or provided by the Company to any security holderholder or required by applicable state laws.

Offered Securities. The Offered Securities and all other All outstanding shares of capital stock of the Company, after giving effect including the Offered Securities to be sold by the Reorganization TransactionsSelling Stockholders, will have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be is as set forth in the General Disclosure PackagePackage and the Final Prospectus; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will beare, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will 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 respectsProspectus; the stockholders of the Company have no preemptive rights with respect to the Securities that have not been waived, including in connection with the offering of the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will Company have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be is as set forth in the General Disclosure Package; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will beare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus in all material respectsProspectuses; the stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly and validly waived in writing; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be as set forth in the General Disclosure Package; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will be, and, when When the Offered Securities have been are delivered and paid for in accordance with pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into the Underlying Shares of the Company in accordance with the terms of the Indenture; the Underlying Shares initially issuable upon conversion of such Offered Securities have beenbeen duly authorized and reserved for issuance upon such conversion, validly issued, fully paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Offered Securities Underlying Shares contained in the Final Prospectus Prospectus; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all material respectsoutstanding shares of capital stock of the Company are, and when issued upon conversion the Underlying Shares will be validly issued, fully paid and nonassessable; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities or the Underlying Shares, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities, the Private Securities and all other outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will Company have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be as set forth conforms to the description in the General Disclosure Package; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will beare, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing DateDate and the Private Securities have been delivered and paid for in accordance with the Stock Purchase Agreement on each applicable closing date, such Offered Securities and Private Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Offered Securities and Private Securities contained in the Final Prospectus in all material respectsProspectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Offered Securities. The Offered Securities and all other issued and outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will Company have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company will be is as set forth in the General Disclosure PackagePackage and the Final Prospectus; after giving effect except for those shares acquired in connection with the exercise of share options pursuant to outstanding loans provided by the Reorganization TransactionsCompany, all issued and outstanding shares of capital stock of the Company will beare, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, nonassessable and will 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 respectsProspectus; the stockholders shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the issued and outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.