Common use of Required Consents; Authority Clause in Contracts

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Agreement, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicable, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and the Share Repurchase Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicable; this Agreement and the Share Repurchase Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (Ai) as will have been obtained on or prior to the Applicable Time of Delivery for the registration under the Securities Act of the Shares, (Bii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) NYSE in connection with the purchase and distribution of the Shares by the Underwriters and (Ciii) as would not impair in any material respect the ability of the any such Selling Stockholders Shareholder to consummate their its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Share Repurchase Agreement, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement and the Share Repurchase Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder; this Agreement and the Share Repurchase Agreement have each has been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders authorizations, orders, licenses, registration or qualification of or with any court or arbitrator or governmental or regulatory authority necessary for the execution execution, delivery and delivery performance by such Selling Stockholder of this Agreement Agreement, the Power of Attorney (the “Power of Attorney”) (in the case of Selling Stockholders other than Luxco) and the Share Repurchase Custody Agreement to which Luxco is a party (collectively, the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under for the Share Repurchase consummation of the transactions contemplated by this Agreement, as applicable, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney (if applicable) and the Share Repurchase Custody Agreement (if applicable) and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as the Power of Attorney (if applicable; this Agreement ) and the Share Repurchase Custody Agreement (if applicable) have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery Closing Date for the registration under the Securities Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the New York Stock Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Agreement, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and the Share Repurchase Agreement Agreement, and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder; this Agreement and the Share Repurchase Agreement have each has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Agreement, and for the sale and delivery of the Shares and to be sold by such Selling Stockholder hereunder, have been obtained, except (i) the Repurchased registration of the Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Securities Act, (ii) for such consents, approvals, authorizations and orders as may be required under state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, (iii) for the approval for listing of the Shares on the NASDAQ Stock Market, (iv) for the approval of the underwriting terms and arrangements by FINRA and (v) where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement, as applicable, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and the Share Repurchase Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder hereunder; and under the Share Repurchase this Agreement, as applicable; this Agreement and the Share Repurchase Agreement have each has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Securities Act of the SharesShares and such consents, (B) approvals, authorizations and orders as may be required under foreign any state securities, blue sky or state securities (or Blue Sky) antifraud laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunderUnderwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Power of Attorney (the” Power of Attorney”), if applicable, and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained, except for such consents, approvals, authorizations or orders as would not adversely affect in any material respect such Selling Stockholder’s ability to perform its obligations hereunder; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney, if applicable, and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as the Power of Attorney, if applicable; this Agreement , and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by (or in the case of this Agreement, on behalf of of, as applicable) such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase AgreementPower of Attorney (as defined below) and the Custody Agreement (as defined below) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained; and such Selling Stockholder has full right, power and authority (if such Selling Stockholder is not a natural person) to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as applicable; this Agreement the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorizedauthorized (if such Selling Stockholder is not a natural person), executed and delivered by or on behalf of such Selling Stockholder and are valid and binding agreements of such Selling Stockholder, assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase AgreementRedemption Notice, the Election to Sell, the Power of Attorney and the Custody Agreement hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained, except for such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Redemption Notice, the Election to Sell, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as applicable; this Agreement the Redemption Notice, the Election to Sell, the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Agreement, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and the Share Repurchase Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder; this Agreement and the Share Repurchase Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (Ai) as will have been obtained on or prior to the Applicable Time of Delivery for the registration under the Securities Act of the Shares, (Bii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) NYSE in connection with the purchase and distribution of the Shares by the Underwriters Underwriter and (Ciii) as would not impair in any material respect the ability of the any such Selling Stockholders Shareholder to consummate their its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Share Repurchase Agreement, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement and the Share Repurchase Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder; this Agreement and the Share Repurchase Agreement have each has been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained, except (i) such as has been obtained or will be obtained prior to the Closing Date, (ii) such as may be required by the Securities Act, the Exchange Act, the rules of the Exchange, FINRA or the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or (iii) such that would not have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder hereunder; and under the Share Repurchase this Agreement, as applicable; this Agreement the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (Ai) as will have been obtained on or prior to the Applicable Time of Delivery for the registration under the Securities Act of the Shares, (Bii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) NYSE in connection with the purchase and distribution of the Shares by the Underwriters and (Ciii) as would not impair in any material respect the ability of the any such Selling Stockholders Shareholder to consummate their its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Share Repurchase Agreement, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement and the Share Repurchase Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder; this Agreement and the Share Repurchase Agreement have each has been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained, other than (i) such as have been obtained, or will have been obtained at the Closing Date under the Securities Act or the Exchange Act, (ii) such approvals as have been obtained in connection with the approval of the listing of the Shares on the New York Stock Exchange and (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as applicable; this Agreement the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Share Repurchase Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders that would not reasonably be expected to result, individually or in the aggregate, in a Selling Shareholder Material Adverse Effect (as defined below) and except such as have been obtained and made under the Securities Act and such as may be required under state securities laws; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Shareholder hereunder; this Agreement, as applicable; this Agreement the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery Closing Date for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement Agreement, the Power of Attorney (the “Power of Attorney”) and the Share Repurchase Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Agreement Custody Agreement, and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder; this Agreement and the Share Repurchase Agreement each Reorganization Document to which it is a party have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained, except for such consents, approvals, authorizations and orders which would not, individually or in the aggregate, affect the ability of such Selling Stockholder to consummate the transactions herein contemplated; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as applicable; this Agreement the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement Agreement, the Power of Attorney (if applicable) (with respect to each Selling Shareholder, the “Power of Attorney” and, collectively, the “Powers of Attorney”) and the Share Repurchase Custody Agreement (with respect to each Selling Shareholder, the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtainedobtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws or the rules and regulations of FINRA); and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney (if applicable) and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Shareholder hereunder; this Agreement, as the Power of Attorney (if applicable; this Agreement ) and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtainedobtained other than such consents, approvals, authorizations, or orders as may have been obtained under the Act or as may be required by the rules and regulations of FINRA or under the blue sky laws of any jurisdiction or that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Stockholder to perform its obligations under this Agreement or the consummation of any of the transactions contemplated hereby ; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as applicable; this Agreement the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Securities Act of the SharesShares and such consents, (B) approvals, authorizations and orders as may be required under foreign any state securities, blue sky or state securities (or Blue Sky) antifraud laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunderUnderwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained, except for such consents, approvals, authorizations or orders as would not adversely affect in any material respect such Selling Stockholder’s ability to perform its obligations hereunder; and such Selling Stockholder has full right, power and authority to enter into this Agreement and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder; this Agreement and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by (or in the case of the Underwriting Agreement, on behalf of of) such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained (except that no representation or warranty is made with respect to registration under the Securities Act of the Shares or with respect to any consents, approvals, authorizations, registrations or qualifications as may be required under state securities laws or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, but no implication is intended that such registration or such consents, approvals, authorizations, registrations or qualifications have not been obtained); and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as applicable; this Agreement the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder Shareholder of this Agreement and the Share Repurchase Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares Offered ADSs to be sold by such Selling Stockholder hereunder Shareholder hereunder, and under for the Share Repurchase Agreement, as applicable, deposit of the Shares being deposited by or on behalf of such Selling Shareholder with the Depositary against issuance of the ADSs to be delivered at the Closing Date and any Additional Closing Date have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares Offered ADSs to be sold by such Selling Stockholder Shareholder hereunder and under to deposit the Share Repurchase Shares being deposited by or on behalf of such Selling Shareholder with the Depositary against issuance of the ADSs to be delivered at the Closing Date and any Additional Closing Date; this Agreement, as applicable; this Agreement the Power of Attorney and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. Except (Ai) as will have been obtained on or prior to the Time of Delivery for the registration of the Shares under the Act of the SharesSecurities Act, (Bii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) Nasdaq Market in connection with the purchase and distribution of the Shares by the Underwriters Underwriters, and (Ciii) any filing or submission required in connection with the Reorganization Transactions and (iv) as would not impair not, individually or in any material respect the aggregate, reasonably be expected to materially impact such Selling Shareholder’s ability of the Selling Stockholders to consummate their perform its obligations hereunderunder this Agreement, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement [and the Share Repurchase Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to], and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement Agreement[, the Power of Attorney and the Share Repurchase Agreement Custody Agreement] and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder; this Agreement Agreement[, the Power of Attorney and the Share Repurchase Agreement have each Custody Agreement] [has][have each] been duly authorized, executed and delivered by or on behalf of such the Selling StockholderShareholders.

Required Consents; Authority. Except (Ai) as will have been obtained on or prior to the Time of Delivery for the registration of the Shares under the Act of the SharesSecurities Act, (Bii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) Nasdaq Market in connection with the purchase and distribution of the Shares by the Underwriters Underwriters, and (Ciii) as would not impair not, individually or in any material respect the aggregate, reasonably be expected to materially impact such Selling Shareholder’s ability of the Selling Stockholders to consummate their perform its obligations hereunderunder this Agreement, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Share Repurchase Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder; this Agreement and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such the Selling StockholderShareholders.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Share Repurchase Irrevocable Power of Attorney and Custody Agreement (the “Power of Attorney and Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtained; , and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement and the Share Repurchase Power of Attorney and Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder Shareholder hereunder except in each case for such consents, approvals, authorizations and under orders that, if not obtained, would not affect the Share Repurchase Agreement, as applicableability of such Selling Shareholder to consummate the transactions contemplated by this Agreement (a “Selling Shareholder Material Adverse Effect”); this Agreement and the Share Repurchase Power of Attorney and Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. Except (Ai) as will have been obtained on or prior to the Applicable Time of Delivery for the registration under the Securities Act of the Shares, (Bii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) NYSE in connection with the purchase and distribution of the Shares by the Underwriters and (Ciii) as would not impair in any material respect the ability of the Selling Stockholders any such selling Shareholder to consummate their its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Share Repurchase Agreement, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement and the Share Repurchase Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicableShareholder hereunder; this Agreement and the Share Repurchase Agreement have each has been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (B) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) in connection with the purchase and distribution of the Shares by the Underwriters and (C) as would not impair in any material respect the ability of the Selling Stockholders to consummate their obligations hereunder, all All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Share Repurchase Power of Attorney (the “Power of Attorney”), if applicable, and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained (except that no representation or warranty is made with respect to registration under the Securities Act of the Shares or with respect to any consents, approvals, authorizations, registrations or qualifications as may be required under state securities laws or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, but no implication is intended that such registration or such consents, approvals, authorizations, registrations or qualifications have not been obtained); and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, the Power of Attorney, if applicable, and the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase hereunder; this Agreement, as the Power of Attorney, if applicable; this Agreement , and the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Time of Delivery for the registration under the Act of the Shares, (Bi) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Exchange (as defined herein) Nasdaq Market in connection with the purchase and distribution of the Shares by the Underwriters and (Cii) as would not not, individually or in the aggregate, reasonably be expected to impair such Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect the ability of the Selling Stockholders to consummate their obligations hereunderrespect, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and, if applicable, the Custody Agreement and Power of Attorney (the Share Repurchase “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and and, if applicable, the Share Repurchase Custody Agreement and to sell, assign, transfer and deliver the Shares and the Repurchased Shares to be sold by such Selling Stockholder hereunder and under the Share Repurchase Agreement, as applicablehereunder; this Agreement and and, if applicable, the Share Repurchase Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.