equity interests, as the case may be, in the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company to issue any securities or obligations, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options the existence of which, in each case of (i), (ii) and (iii), is required to be disclosed in the Prospectus and the General Disclosure Package and are not so disclosed.
(i) Except as described in or contemplated by the General Disclosure Package, there shall have not occurred any changes or any development involving a prospective change, or affecting particularly the business or properties of the Company or its subsidiaries which materially impairs the investment quality of the Underwritten Securities since the dates as of which information is given in the General Disclosure Package.
(j) The Preferred Shares represented by the Underwritten Securities have been duly authorized by the Company for issuance and deposit and, when issued and deposited against issuance of such Underwritten Securities, and upon the filing and effectiveness of the Certificate of Designations, will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Preferred Shares by the Company is not subject to preemptive or other similar rights.
(k) The Company has the requisite corporate power and authority to execute and deliver this Agreement, the Securities, the Deposit Agreement and the Certificate of Designations with respect to the Underwritten Securities and Preferred Shares (collectively, the Transaction Documents), which certificate of designation will be duly filed with the Secretary of State of the State of Delaware, and to perform its obligations hereunder and thereunder.
(l) This Agreement has been duly authorized, executed and delivered by the Company.
(m) The Deposit Agreement has been duly authorized by the Company and on the Delivery Date will be duly executed and delivered by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, moratorium and other similar laws relating to or affecting creditors rights generally and to general principles of equity (collectively, the Enforceability Exceptions).
(n) The deposit of the Preferred Shares by the Company in accordance with the Deposit Agreement has been duly authorized by the Company and, assuming due execution and delivery by the Depositary of the Deposit Agreement and the deposit of the Preferred Shares in respect thereof in accordance with the Deposit Agreement, when the Underwritten Securities are issued and delivered