Common use of Authorization and Description of Securities Clause in Contracts

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder of the Company that have not been validly waived.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when issued and delivered by the Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is are not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; , except as provided for in the Trust’s declaration of trust. The Common Stock conforms as Shares conform to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedTrust.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Sandler from the Company have been duly authorized for issuance and sale to the Underwriters Sandler pursuant to this Underwriting Agreement and, when issued and delivered by the Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 and the Deposit Agreement, against payment of the consideration set forth hereinherein and therein, will be validly issued and fully paid and non-assessablenonassessable; the Common Stock conforms as to legal matters Securities conform, in all material respects respects, to the description thereof all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects assessable to the description thereof extent permitted under the Delaware Limited Liability Company Act. The Common Shares conform to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no . No holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters conforms, in all material respects respects, to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company solely by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms as to legal matters Preferred Shares conform, in all material respects respects, to the description thereof all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters conforms, in all material respects respects, to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters conforms, in all material respects respects, to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability pursuant to the General Corporation Law of the state of Delaware or the charter or by-laws of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder of the Company that have not been validly waived.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; , except as provided for in the Fund's declaration of trust. The Common Stock conforms as Shares conform to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedFund.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when issued and delivered by the Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and except as disclosed in the Registration Statement, General Disclosure Package and Prospectus, the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms statements conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased subscribed for 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 against payment of the consideration set forth herein, will be validly issued and fully paid and are not subject to calls for any additional payments (non-assessable); and the Common Stock conforms as to legal matters in all material respects issuance of the Securities is not subject to the description thereof preemptive or other similar rights of any securityholder of the Company that have not been validly waived. The Ordinary Shares conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no . No holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder of the Company that have not been validly waived.

Authorization and Description of Securities. The Initial Securities and the Option Securities, if any, 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 against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; and no holder of the Initial Securities or the Option Securities, if any, will be subject to personal liability by reason of being such a holder; and the issuance issuances of the Initial Securities is and the Option Securities, if any, are not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Underwriting Agreement and, when issued and delivered by the Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Registration Statement, the Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased sold by the Underwriters from the Company under this Agreement 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as Subordinate Voting Shares of the Company conform to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package U.S. Prospectus and the Canadian Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder shareholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package Statutory Prospectus and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms as to legal matters be issued pursuant to the Transactions, upon the consummation of the Transactions, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the description thereof “Description of Capital Stock” contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and such description conforms to the rights set forth in the instruments defining the same; no . No holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder of the Company that have not been validly waived.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; and no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany; and the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and or the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The ------------------------------------------- Securities to be purchased by the Underwriters Underwriter from the Company Selling Stockholder pursuant to this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by to the Company pursuant to this Agreement against payment Selling Stockholder upon exchange of its Units in accordance with the terms of the consideration set forth hereinAgreement of Limited Partnership of the Operating Partnership, will be validly issued and issued, fully paid and non-assessable; the . The Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder of the Company that have not been validly waived.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the Prospectus and the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the . The Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance issuance, to the extent not yet issued, and sale to the Underwriters pursuant to this Agreement and, when issued issued, if not yet issued, and delivered by the Company pursuant to this Agreement Agreement, against payment of the consideration set forth hereinherein and therein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when issued and delivered by the Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company and the Selling Shareholders have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued issued, sold and delivered by the Company and the Selling Shareholders pursuant to this Agreement against payment of the consideration set forth herein, herein will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Merrill Lynch from the Company have been duly authorized for issuance and sale issuxxxx xxd xxxx to the Underwriters Merrill Lynch pursuant to this Agreement and, when issued and delivered by the delxxxxxx bx xxx Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the shares of Common Stock conforms as to legal matters conform in all material respects to the description thereof all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms descriptions conform in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the Common Stock conforms as issuance of the Securities is not subject to legal matters in all material respects preemptive rights (droit préférentiel de souscription), priority rights (délai de priorité) or other similar rights of any securityholder of the Company that have not been waived with respect to the description thereof offering of the Offered ADSs in accordance with their terms and all applicable laws. The Securities conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no . No holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder of the Company that have not been validly waived.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedor any other person.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be duly and validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters conforms, in all material respects respects, to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be duly and validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters conforms, in all material respects respects, to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as . The Securities conform to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when issued and delivered by the Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and [except as disclosed in the Registration Statement, General Disclosure Package and Prospectus,] the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Selling Shareholders have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Selling Shareholders pursuant to this Agreement against payment of the consideration set forth hereinherein and therein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holderholder other than ownership or transfer taxes; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when issued and delivered by the Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as Securities conform to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters Shares conform, in all material respects respects, to the description thereof all descriptions relating thereto contained in the General Disclosure Package Registration Statement and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters conforms, in all material respects respects, to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the . The Common Stock conforms as to legal matters Shares conform in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedTrust.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessableassessable to the extent permitted under the Delaware Limited Liability Company Act; the Common Stock conforms as Shares conform to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale by the Company to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package Prospectus and the German Listing Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus; the description of the Common Stock contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the samerights of holders of the Common Stock; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Class A Common Stock and the Company's Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; , except as provided for in the Common Stock conforms Fund’s Declaration of Trust, as amended. The Securities conform to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that Fund. No holders of the Securities have not been validly waivedrights to the registration of the Securities under the Registration Statement.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not Company, except as has been validly waived.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as Securities conform to legal matters in all material respects to the description thereof statements relating thereto contained in the General Disclosure Package Pricing Prospectus and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the . The Common Stock conforms as to legal matters in all material respects to the description thereof statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Xxxxxxx Xxxxx from the Company have been duly authorized for issuance and sale to the Underwriters Xxxxxxx Xxxxx pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms conform as to legal matters in all material respects to the description respective descriptions thereof contained in the General Disclosure Package and the Prospectus and such description conforms descriptions conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any preemptive or other similar rights of any security holder of the Company that have not been validly waived.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the . The Common Stock conforms as to legal matters Shares conform, in all material respects respects, to the description thereof all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedFund.

Authorization and Description of Securities. The Securities 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 against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all material respects to the description thereof all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to any the preemptive or other similar rights of any security holder securityholder of the Company that have not been validly waivedCompany.