Common use of Authorization and Description of the Shares Clause in Contracts

Authorization and Description of the Shares. The Shares to be sold by the Company pursuant to this Agreement and any Alternative Equity Distribution Agreement have been duly and validly authorized; all outstanding shares of capital stock of the Company are, and when the Shares have been issued and delivered in accordance with this Agreement or any Alternative Equity Distribution Agreement against payment of the consideration set forth herein and therein, such Shares will have been, duly and validly issued, fully paid and non-assessable and free and clear of all liens. The terms of the Shares will conform in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus. The form of the certificates used to evidence the Shares is in due and proper form and complies with all applicable legal requirements, the requirements of the Company’s Articles of Amendment and Restatement, the requirements of the New York Stock Exchange (“NYSE”) and are in substantially the form filed as an exhibit to the Registration Statement. The issuance of the Shares is not subject to any preemptive or other similar rights of any securityholder of the Company and no holder of the Shares will be subject to personal liability by reason of being such a holder.