Common use of Authorization of the Placement Shares Clause in Contracts

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Placement Shares as contemplated hereby is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement andShares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor pursuant to this Agreementas provided herein, will be duly and validly issued, authorized and issued and fully paid and nonassessablenon- assessable, and the issuance and sale of the Placement Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided herein, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and the issuance and sale of the such Placement Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Sharesthat have not been validly waived.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided herein, will be duly and validly issued, fully paid and nonassessable, nonassessable and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement SharesShares and will conform to the description thereof contained in the Prospectus.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementtherefor, will shall be validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is are not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The As of each Applicable Time, the Placement Shares have been will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement (including the terms set forth in the applicable Placement Notice), will be duly authorized, validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and any Terms Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement and any Terms Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, paid for as contemplated herein will be validly issued, fully paid and nonassessable, and the non-assessable. The issuance and sale of the Placement Shares is not subject to any the preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase of any stockholder of the Placement SharesCompany.

Authorization of the Placement Shares. The Placement Shares have been will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement and the amended and restated memorandum and articles of association of the Company, and registered in the Register of Members of the Company, will be duly authorized, validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement and a Deed of Issue, will be validly issued, fully paid and nonassessable, any preemptive rights relating to the issuance and sale of the Placement Shares will be excluded prior to the issuance of such Placement Shares and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the such Placement Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Sharesthat have not been validly waived.

Authorization of the Placement Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement andShares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor pursuant to this Agreementas provided herein, will be duly and validly issued, authorized and issued and fully paid and nonassessablenon-assessable, and the issuance and sale of the Placement Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.