Common use of Authorization and Description of Shares Clause in Contracts

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration on each Settlement Date, will be validly issued, fully paid and non-assessable. The maximum number of Confirmation Shares that may be issued under any Confirmation or any Alternative Confirmation has been duly authorized and reserved for issuance, sale and delivery pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation and, when issued and delivered by the Company pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation against payment of the consideration therefor, will be validly issued and fully paid and non-assessable. No holder of Shares or Confirmation Shares will be subject to personal liability solely by reason of being such a holder. The Shares and the Confirmation Shares conform in all material respects to the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. No holder of the Shares or Confirmation Shares will be subject to personal liability by reason of being such a holder. Neither the issuance of the Shares nor the issuance of the Confirmation Shares is subject to the preemptive or other similar rights of any securityholder of the Company. The form of certificate used to evidence the Shares and the Confirmation Shares will be in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement, and such form complies with all applicable statutory requirements, requirements of the Company’s Declaration of Trust and By-Laws and the requirements of the NYSE.

Authorization and Description of Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration on each Settlement Date, will be validly issued, fully paid and non-assessable. The maximum number of Confirmation Shares that may be issued under any Confirmation or any Alternative Confirmation has been duly authorized and reserved for issuance, sale and delivery pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation and, when issued and delivered by the Company pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation against payment of the consideration thereforset forth herein, will be validly issued and fully paid and non-assessable. No holder of Shares or Confirmation Shares ; the Common Stock will be subject to personal liability solely by reason of being such a holder. The Shares and the Confirmation Shares conform in all material respects to the all statements relating thereto contained in the Registration Statement, the General Pricing Disclosure Package and the Prospectus. No Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same; no holder of the Shares or Confirmation Shares will be subject to personal liability for the debts of the Company by reason of being such a holder. Neither ; and the issuance of the Shares nor the issuance of the Confirmation Shares is not subject to the preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company. The form There are no authorized or outstanding options, warrants, preemptive rights, rights of certificate used first refusal or other rights to evidence purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Shares and Company or any of the Confirmation Shares will be Subsidiaries other than those described in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement, the Pricing Disclosure Package and such form complies with all applicable statutory requirements, requirements the Prospectus. The descriptions of the Company’s Declaration of Trust stock option, stock bonus and By-Laws other stock plans or arrangements, and the requirements of options or other rights granted thereunder, set forth in the NYSERegistration Statement, the Pricing Disclosure Package and the Prospectus accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Authorization and Description of Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration on each Settlement Date, will be validly issued, fully paid and non-assessable. The maximum number of Confirmation Shares that may be issued under any Confirmation or any Alternative Confirmation has been duly authorized and reserved for issuance, sale and delivery pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation and, when issued and delivered by the Company pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation against payment of the consideration thereforset forth herein, will be validly issued and fully paid and non-assessable. All statements relating to the Shares and the Non-Voting Shares contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus conform, in all material respects, to the rights set forth in the Company’s Articles of Incorporation and By-Laws and all agreements and understandings with the holders of such Shares and Non-Voting Shares. No holder of Shares or Confirmation the Shares will be subject to personal liability solely for the debts of the Company by reason of being such a holder. The Shares and the Confirmation Shares conform in all material respects to the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. No holder of the Shares or Confirmation Shares will be subject to personal liability by reason of being such a holder. Neither the issuance of the Shares nor to be purchased by the issuance of the Confirmation Shares Underwriters is not subject to the preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company. The form of certificate used to evidence the Shares and the Confirmation Shares will be , except as described in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement, the Pricing Disclosure Package and the Prospectus, and all such form complies with all applicable statutory requirementsrights described therein and the agreements referenced therein have been duly waived in writing. All such waivers have been provided to the Underwriters and are in full force and effect. There are no authorized or outstanding options, requirements warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of the Subsidiaries other than those described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The descriptions of the Company’s Declaration of Trust stock option, stock bonus and By-Laws other stock plans or arrangements, and the requirements of options or other rights granted thereunder, set forth in the NYSERegistration Statement, the Pricing Disclosure Package and the Prospectus accurately and fairly present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Authorization and Description of Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration on each Settlement Date, will be validly issued, fully paid and non-assessable. The maximum number of Confirmation Shares that may be issued under any Confirmation or any Alternative Confirmation has been duly authorized and reserved for issuance, sale and delivery pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation and, when issued and delivered by the Company pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation against payment of the consideration thereforset forth herein, will be validly issued and fully paid and non-assessable. No holder of ; the Shares or Confirmation Shares will to be subject purchased by the Underwriters from the Selling Shareholders were duly authorized and validly issued and are fully paid and non-assessable; the Common Stock conforms to personal liability solely by reason of being such a holder. The Shares and the Confirmation Shares conform in all material respects to the statements relating thereto contained in the Registration Statement, the General Pricing Disclosure Package and the Prospectus. No Prospectus and such statements conform, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Shares or Confirmation Shares will be subject to personal liability for the debts of the Company by reason of being such a holder. Neither ; and the issuance of the Shares nor the issuance of the Confirmation Shares is not subject to the preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company. The form There are no authorized or outstanding options, warrants, preemptive rights, rights of certificate used first refusal or other rights to evidence purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Shares and Company or any of the Confirmation Shares will be Subsidiaries other than those described in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement, the Pricing Disclosure Package and such form complies with all applicable statutory requirements, requirements the Prospectus. The descriptions of the Company’s Declaration of Trust stock option, stock bonus and By-Laws other stock plans or arrangements, and the requirements of options or other rights granted thereunder, set forth in the NYSERegistration Statement, the Pricing Disclosure Package and the Prospectus accurately and fairly present the information required to be shown with respect to such plans, arrangements, options and rights.

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or (and if applicable, any Terms Agreement Agreement) against payment of the consideration on each Settlement Dateset forth in this Agreement (and if applicable, any Terms Agreement), will be validly issued, fully paid and non-assessable. The maximum number of Confirmation Shares that may be issued issued, sold and delivered under any Confirmation or any Alternative Confirmation has have been duly authorized and reserved for issuance, sale and delivery pursuant to this Agreement and the relevant under any Confirmation. When Confirmation or the relevant Alternative Confirmation and, when Shares are issued and delivered by the Company to the applicable Forward Purchaser pursuant to this Agreement and the relevant Confirmation or the relevant Alternative any Confirmation against payment of the any consideration thereforrequired to be paid by such Forward Purchaser, such Confirmation Shares will be validly issued and issued, fully paid and non-assessable. No holder The issuance of the Shares or and any Confirmation Shares will be is not subject to personal liability solely by reason the preemptive rights, co-sale rights, rights of being such a holderfirst refusal or other similar rights of any securityholder of the Company or any other person or entity. The Shares and the Confirmation Shares conform Common Stock conforms in all material respects to the all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the ProspectusProspectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of the Shares or Confirmation Shares will be subject to personal liability by reason of being such a holder. Neither the issuance of the Shares nor the issuance of the Confirmation Shares is subject to the preemptive or other similar rights of any securityholder of the Company. The form of certificate used to evidence the Shares and the Confirmation Shares will be in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement, and such form complies with all applicable statutory requirements, requirements of the Company’s Declaration of Trust and By-Laws and the requirements of the NYSE.

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration on each Settlement Date, will be validly issued, fully paid and non-assessable. The maximum number of Confirmation Shares that may be issued under any Confirmation or any Alternative Confirmation has been duly authorized and reserved for issuance, sale and delivery pursuant to set forth in this Agreement and the relevant Confirmation or the relevant Alternative Confirmation and, when issued and delivered by the Company pursuant to this Agreement and the relevant Confirmation or the relevant Alternative Confirmation against payment of the consideration thereforAgreement, will be validly issued and fully paid and non-assessable. No holder The issuance of the Shares or Confirmation Shares will be is not subject to personal liability solely by reason the preemptive or other similar rights of being such a holderany securityholder of the Company or any other person or entity. The Shares and the Confirmation Shares conform in Common Stock conforms to all material respects to the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the ProspectusProspectus and such statements conform to the rights set forth in the instruments defining the same. No holder of the Shares or Confirmation Shares will be subject to personal liability by reason of being such a holder. Neither Any shares of Common Stock to be delivered by the Company pursuant to any Confirmation (the “Confirmation Shares”) have been duly authorized for issuance and sale to the applicable Forward Purchaser or any of its affiliates pursuant to such Confirmation and, when issued and delivered by the Company in accordance with such Confirmation upon payment of any consideration required by such Confirmation, will be validly issued, fully paid and non-assessable, and the issuance of the Shares nor the issuance of the Confirmation Shares is subject to the preemptive or other similar rights of any securityholder of the Company. The form of certificate used to evidence the Shares and the such Confirmation Shares will be in substantially not subject to any preemptive or similar rights. The issuance, sale and/or delivery by the form filed or incorporated by reference, as the case may be, as an exhibit Company of Confirmation Shares to the Registration Statement, applicable Forward Purchaser or any of its affiliates pursuant to the terms of any Confirmation in accordance with the terms thereof and the delivery by such form complies with all applicable statutory requirements, requirements Forward Purchaser or any of its affiliates of such Confirmation Shares to close out open borrowings of Common Stock created in the course of the Companyhedging activities by such Forward Purchaser or any of its affiliates relating to such Forward Purchaser’s Declaration of Trust exposure under such Confirmation do not and By-Laws and will not require registration under the requirements of the NYSESecurities Act.