Common use of Authorization and Description of Securities Clause in Contracts

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to ------------------------------------------- be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to ------------------------------------------- be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms . The Class A Ordinary Shares conform in all material respects to all statements relating thereto contained in the Prospectuses 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; holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms . The Class A Ordinary Shares conform in all material respects to all statements relating thereto contained in the Prospectuses 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; holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 personally liable for any debts, obligations, liabilities or losses of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder security holder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein in this Agreement and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder security holder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The ------------------------------------------- Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-non- assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be ------------------------------------------- purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers Manager pursuant to this Agreement and to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-non- assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder security holder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, Agreement against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, issued and fully paid and non-assessable; the . The Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 under the Delaware General Corporation Law by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Ventures Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to ------------------------------------------- be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. International Purchase Agreement, respectively, will be validly issued, issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder security holder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the . The Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 . The issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to ------------------------------------------- be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms . The Class A Ordinary Shares conform in all material respects to all statements relating thereto contained in the Prospectuses 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; holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The ------------------------------------------- Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.a

Authorization and Description of Securities. The Securities to ------------------------------------------- be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly issued and have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessablenonassessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The ------------------------------------------- Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers Underwriters and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights arising by operation of any securityholder law, under the certificate of incorporation or by-laws of the Company, under any agreement to which the Company or any of its subsidiaries is a party, or otherwise.

Authorization and Description of Securities. The Securities ------------------------------------------- to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company Selling Stockholders have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company Selling Stockholders pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be have been validly issued, fully paid and non-assessable; the Class A Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities ------------------------------------------- to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. International Purchase Agreement, respectively, will be validly issued, issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder security holder of the Company.

Authorization and Description of Securities. The Securities ------------------------------------------- to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder security holder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and Agreement, the U.S. Underwriters pursuant to the U.S. Purchase Agreement and to the shareholders of Safeguard, the Safeguard UIT and Safeguard pursuant to their respective agreements and the Standby Subscription Agreement, respectivelyas the case may be, and, when issued and delivered by the Company pursuant to this Agreement hereunder and the U.S. Purchase Agreement, respectivelythereunder, against payment of the consideration set forth herein and the U.S. Purchase Agreementtherein, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses and such the description thereof in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The ------------------------------------------- Securities to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder security holder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company. As of the Closing Time, the Securities will have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any member or securityholder of the CompanyL.L.C. or the Issuer.

Authorization and Description of Securities. The Securities ------------------------------------------- to be purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and in the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be ------------------------------------------- purchased by the U.S. Underwriters and the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers U.S. Underwriters pursuant to this Agreement and to the U.S. Underwriters International Managers pursuant to the U.S. International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. International Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. International Purchase Agreement, respectively, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth herein and the U.S. Purchase Agreement, respectively, will be validly issued, issued and fully paid and non-assessable; the Class A Common Stock conforms to all statements relating thereto contained in the Prospectuses 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 the preemptive or other similar rights of any securityholder of the Company.