Common use of Authorization of Issuance of Offered Securities; Conformity with Applicable Laws Clause in Contracts

Authorization of Issuance of Offered Securities; Conformity with Applicable Laws. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and non-assessable, have been, or will be, offered and sold in compliance with all applicable federal and state securities laws and will conform in all material respects to the description thereof contained in the Prospectus. Upon payment of the purchase price and delivery of the Offered Securities in accordance herewith, the Underwriters will receive good valid and marketable title to the Offered Securities, free and clear of all Liens. The form of the certificates to be used to evidence the Offered Securities will be in substantially the form filed or incorporated by reference as an exhibit to the Registration Statement, is in due and proper form and complies with all applicable legal requirements, the requirements of the charter and bylaws of the Company and the requirements of the New York Stock Exchange, Inc. (the “NYSE”).

Authorization of Issuance of Offered Securities; Conformity with Applicable Laws. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and non-assessable, have been, or will be, offered and sold in compliance with all applicable federal and state securities laws and will conform in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus. Upon payment of the purchase price and delivery of the Offered Securities in accordance herewith, the Underwriters will receive good valid and marketable title to the Offered Securities, free and clear of all Liens. The form of the certificates to be used to evidence the Offered Securities will be in substantially the form filed or incorporated by reference as an exhibit to the Registration Statement, is in due and proper form and complies with all applicable legal requirements, the requirements of the charter and bylaws of the Company and the requirements of the New York Stock Exchange, Inc. (the “NYSE”).

Authorization of Issuance of Offered Securities; Conformity with Applicable Laws. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and non-non- assessable, have been, or will be, offered and sold in compliance with all applicable federal and state securities laws and will conform in all material respects to the description thereof contained in the Prospectus. Upon payment of the purchase price and delivery of the Offered Securities in accordance herewith, the Underwriters will receive good valid and marketable title to the Offered Securities, free and clear of all Liens. The form of the certificates to be used to evidence the Offered Securities will be in substantially the form filed or incorporated by reference as an exhibit to the Registration Statement, is in due and proper form and complies with all applicable legal requirements, the requirements of the charter and bylaws of the Company and the requirements of the New York Stock Exchange, Inc. (the “NYSE”).