Common use of Authorization and Issuance of Preferred Stock Clause in Contracts

Authorization and Issuance of Preferred Stock. The issuance of the Preferred Stock has been duly authorized by all necessary corporate action on the part of the Company and, upon delivery to Noteholders of certificates therefor in exchange for Exchange Notes in accordance with the terms hereof, the Preferred Stock will have been validly issued and fully paid and non-assessable, free and clear of all pledges, liens, encumbrances and preemptive rights, except as provided in the Stockholders Agreement.