Common use of Required Consents; Authority Clause in Contracts

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange); and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders other than as may be required under securities or Blue Sky laws of by the various states or non-U.S. jurisdictionsSecurities Act, the rules and regulations of FINRA or the approval for New York Stock Exchange in connection with the listing of the Shares on such securities exchange, and under the Exchangeapplicable state and foreign securities laws in connection with the purchase and distribution of the Shares by the Underwriters); and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All Except for the release of the Shares from the pledge under the MSG Las Vegas Loan Documents (as defined below), the registration under the Securities Act of the Shares, such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws or FINRA in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations or orders as would not adversely affect in any material respect the Selling Stockholder’s ability to perform its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the 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 to be sold by such the Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange)obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each has been duly authorized, executed and delivered by or on behalf of such the Selling Stockholder.

Required Consents; Authority. All Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws or FINRA in connection with the purchase and distribution of the Shares by the Underwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange)obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws or FINRA in connection with the purchase and distribution of the Shares by the Underwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange)obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained; except (i) such as have been obtained or will be obtained prior to the Closing Date or (except for the registration under the Securities Act of the Shares and ii) such consents, approvals, authorizations and orders as may be required under by the Securities Act, the Exchange Act, the rules of the Exchange, FINRA, or the securities or Blue Sky laws of the various states or non-U.S. jurisdictions, in connection with the rules offer and regulations sale of FINRA or the approval for listing on the Exchange)Shares; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange); and such Selling Stockholder has full right, power and authority (if such Selling Stockholder is not a natural person) to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the 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.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained except (except for i) such as have been obtained or will be obtained prior to the registration under the Securities Act of the Shares and Closing Date or (ii) such consents, approvals, authorizations and orders as may be required under by the Securities Act, the Exchange Act, the rules of the Nasdaq Global Market, FINRA, or the securities or Blue Sky laws of the various states or non-U.S. jurisdictions, in connection with the rules offer and regulations sale of FINRA or the approval for listing on the Exchange)Shares; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the 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 to be sold by such Selling Stockholder Shareholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange)obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder, except (i) for such consents, approvals, authorizations or orders that would not affect the validity of the Shares to be sold by such Selling Shareholder or impair the ability of such Selling Shareholder to consummate the transactions contemplated hereby, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Global Select Market in connection with the purchase and distribution of the Shares by the Underwriters, (iii) the registration of the Shares under the Securities Act, and (iii) if such Selling Shareholder is a married natural person, any marital consent required by applicable law; this Agreement, the Power of Attorney and the Custody Agreement have each has been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. All Except for the registration of the sale of the Shares under the Securities Act, and except for such consents, approvals and authorizations as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange)obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (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 of the various states or non-U.S. jurisdictionslaws, the rules and regulations of FINRA or the approval for listing on the ExchangeNasdaq); and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All The registration under the Securities Act of the Shares, such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws or FINRA in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations or orders as would not adversely affect in any material respect the Selling Stockholder’s ability to perform its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the 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 to be sold by such the Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange)obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each has been duly authorized, executed and delivered by or on behalf of such the Selling Stockholder.

Required Consents; Authority. All Except for the registration of the sale of the Shares under the Securities Act, and except for such consents, approvals and authorizations as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the 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 to be sold by such Selling Stockholder Shareholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchange)obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. All No consents, approvals, authorizations and orders are necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and ), the Custody Agreement (the “Custody Agreement”) and the Irrevocable Election to Sell (the “Election to Sell”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained (except for other than the registration of the Shares under the Securities Act of the Shares and such consents, approvals, authorizations and orders or qualifications as may be required under the Exchange Act and applicable state or foreign securities or Blue Sky laws in connection with the purchase and sale of the various states or non-U.S. jurisdictions, Shares by the rules and regulations of FINRA or the approval for listing on the Exchange)Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and Attorney, the Custody Agreement and the Election to Sell, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and Attorney, the Custody Agreement and the Election to Sell have each been duly authorizedauthorized (if applicable), executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for (i) the registration of the Shares under the Securities Act Act, (ii) such as may be required by the rules of the Shares The New York Stock Exchange or FINRA, and (iii) such consents, approvals, authorizations authorizations, orders and orders registrations or qualifications as may be required under applicable state securities or Blue Sky laws laws, in connection with the purchase and distribution of the various states or non-U.S. jurisdictions, Shares to be sold by such Selling Stockholder hereunder to the rules and regulations of FINRA or the approval for listing on the Exchange)Underwriter; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney Agreement and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and this Agreement, the Power of Attorney Agreement and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and and, if applicable, the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for (i) the registration of the Shares under the Securities Act of the Shares and (ii) such consents, approvals, authorizations authorizations, orders and orders registrations or qualifications as may be required under federal securities or laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the various states or non-U.S. jurisdictions, Shares by the rules and regulations of FINRA or the approval for listing on the Exchange)Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney and Custody Agreement (the “Power of Attorney”) Attorney and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders other than as may be required under securities or Blue Sky laws of by the various states or non-U.S. jurisdictionsSecurities Act, the rules and regulations of FINRA or the approval for Nasdaq Market in connection with the listing of the Shares on such securities exchange, and under applicable state and foreign securities laws in connection with the Exchangepurchase and distribution of the Shares by the Underwriters); , and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (obtained, except for the registration of the Shares under the Securities Act of the Shares and such consents, approvals, authorizations authorizations, orders and orders registrations or qualifications as may be required under applicable state securities or Blue Sky laws in connection with the purchase and distribution of the various states or non-U.S. jurisdictions, Shares by the rules and regulations of FINRA or the approval for listing on the Exchange)Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the 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 to be sold by such Selling Stockholder Shareholder hereunder, have been obtained (obtained, except for the registration of the Shares under the Securities Act of the Shares and such consents, approvals, authorizations authorizations, orders and orders registrations or qualifications as may be required under securities or Blue Sky laws by FINRA, the listing rules of the various states or non-U.S. jurisdictions, NASDAQ Global Market and under applicable state securities laws in connection with the rules purchase and regulations distribution of FINRA or the approval for listing on Shares by the Exchange)Underwriters; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and, for Xxxxx Xxxxxxx and the Power of Attorney Xxxx Xxxxxxxxxx (the “Power of AttorneyManagement Selling Stockholders”) and ), the Custody Agreement applicable custody agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained (except for the registration under the Securities Act of for the Shares and Shares, the approval by FINRA or such consents, approvals, authorizations and orders as may be required under the securities or Blue Sky laws of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the Exchangestates); and such Selling Stockholder has full right, power and authority to enter into this Agreement, and, for the Power of Attorney and Management Selling Stockholders, the applicable Custody Agreement Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, and, for the Power of Attorney and Management Selling Stockholders, the applicable Custody Agreement Agreement, have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for (i) the registration of the Shares under the Securities Act Act, (ii) such as may be required by the rules of the Shares New York Stock Exchange or the NASD, and (iii) such consents, approvals, authorizations authorizations, orders and orders registrations or qualifications as may be required under applicable state securities or Blue Sky laws laws, in connection with the purchase and distribution of the various states or non-U.S. jurisdictions, Shares to be sold by such Selling Stockholder hereunder to the rules and regulations of FINRA or the approval for listing on the Exchange)Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney Agreement and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney Agreement and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Power of Attorney (with respect to each Selling Shareholder, the “Power of Attorney” and, collectively, the “Powers of Attorney”) and the Custody Agreement (with respect to each Selling Shareholder, the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained (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 of the various states or non-U.S. jurisdictions, the rules and regulations of FINRA or the approval for listing on the ExchangeFINRA); and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the 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 to be sold by such Selling Stockholder hereunder, have been obtained (except for (i) the registration of the Shares under the Securities Act Act, (ii) such as may be required by the rules of the Shares New York Stock Exchange or FINRA, and (iii) such consents, approvals, authorizations authorizations, orders and orders registrations or qualifications as may be required under applicable state securities or Blue Sky laws laws, in connection with the purchase and distribution of the various states or non-U.S. jurisdictions, Shares to be sold by such Selling Stockholder hereunder to the rules and regulations of FINRA or the approval for listing on the Exchange)Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney Agreement and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney Agreement and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.