Common use of Required Consents; Authority Clause in Contracts

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder Stockholder, if an individual, has all right and capacity and, if a corporation, limited liability partnership, limited liability corporation or limited partnership, has full corporate, limited liability partnership, limited liability corporation or limited partnership, as the case may be, right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedobtained (other than as may be required under any United States federal or state securities laws or antifraud laws (collectively, the “Securities Laws”)); and such Selling Stockholder Stockholder, if an individual, has all right, power and authority and, if a corporation, limited liability partnership, limited liability corporation or limited partnership has full corporate, limited liability partnership, limited liability corporation or limited partnership, as the case may be, right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such All consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, 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 Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) hereinafter referred to, and for the sale and delivery of the Shares Offered ADSs to be sold by such Selling Stockholder Shareholder hereunder, and for the deposit of the Shares being deposited by or on behalf of such Selling Shareholder with the Depositary against issuance of ADRs evidencing the Offered ADSs to be delivered at the Closing Date and any Additional Closing Date have been obtained, except for such consents, approvals, authorizations and orders, which, if not obtained, would not, individually or in the aggregate, have a material adverse effect on the ability of such selling shareholder to perform the obligations hereunder; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) and to sell, assign, transfer and deliver the Shares Offered ADSs to be sold by such Selling Stockholder hereunder; this Agreement, Shareholder hereunder and to deposit the Power Shares being deposited by or on behalf of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party Shareholder with the Depositary against issuance of the ADRs evidencing the Offered ADSs to be delivered at the Power of Attorney Closing Date and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholderany Additional Closing Date.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations authentications, orders and orders registrations or qualifications as may be required under any federal securities laws and applicable state securities, securities laws and “blue sky or antifraud sky” laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such the Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) ), the Escrow and Custody Agreement among the Selling Stockholder, The Bank of New York and the Custody Agreement transfer agent for the Shares (the “Custody Agreement”) and the Collateral Release Procedures Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody “Collateral Release Procedures Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtainedwill be obtained as of the Closing Date; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and Attorney, the Custody Agreement and the Collateral Release Procedures Agreement (to collectively, the extent such Selling “Stockholder is a party to the Power of Attorney and Custody AgreementDocuments”) and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunderhereunder on the Closing Date; this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) Documents have each been duly authorized, executed and delivered by such the Selling Stockholder.

Required Consents; Authority. Except (A) as will have been obtained on or prior to the Closing Date for the registration under the Securities Act of the Shares and such consentsShares, approvals, authorizations and orders (B) as may be required under any foreign or state securities, blue sky securities (or antifraud Blue Sky) laws (collectively, or by FINRA or by the “State Securities Laws”) or FINRA Listing Venue in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters and (C) as would not impair in any material respect the ability of such Selling Shareholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder Shareholder of this Agreement Agreement, and as applicable, the Irrevocable Power of Attorney (the “Power of Attorney”) between each Selling Shareholder and the Attorneys-in-Fact named therein (the “Attorneys-in-Fact”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 obtainedobtained or will be obtained on or prior to the Closing Date; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to Agreement, and has or will have at the extent such Selling Stockholder is a party to the Power of Attorney Closing Date full right, power and Custody Agreement) and authority 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such the Selling StockholderShareholders.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (a) such consents, approvals, authorizations, orders and registrations and qualifications as may be required under applicable state and foreign securities laws in connection with the offer and sale of the Shares by the Underwriters and (b) for those as to which the failure to obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity or results of operations of such Selling Stockholder or upon 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, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Custody Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) hereinafter referred to, and for the deposit of the Underlying Shares with the Depositary in accordance with the terms of the Deposit Agreement and the Custody Agreement and Power of Attorney, and the sale and delivery of the Shares Securities to be sold by such Selling Stockholder hereunder, have been obtained, except for the registration of the Securities under the Securities Act, such consents, approvals, authorizations and orders as may be required by FINRA and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters and the approval for listing on the Nasdaq Market; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Custody Agreement and Power of Attorney Attorney, to deposit the Underlying Shares with the Depositary in accordance with the terms of the Deposit Agreement and the Custody Agreement (to the extent such Selling Stockholder is a party to the and Power of Attorney and Custody Agreement) Attorney, and to sell, assign, transfer and deliver the Shares Securities to be sold by such Selling Stockholder hereunder; this Agreement, the Custody Agreement and Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and (to the Power of Attorney (the “Power of Attorney”extent that such Selling Stockholder is a party to this Agreement) and the Custody Agreement and Irrevocable Power of Attorney by and between such Selling Stockholder, Xxxx Xxxxxxx and Xxxxxx X. Xxxxxx as attorneys-in-fact, Computershare, Inc. as custodian, and the Company (the “Custody AgreementAgreement and Irrevocable Power of Attorney”) (to the extent that such Selling Stockholder is a party to the Custody Agreement and Irrevocable Power of Attorney and Custody Agreement) hereinafter referred toAttorney), and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent that such Selling Stockholder is a party to this Agreement) and the Custody Agreement and Irrevocable Power of Attorney (to the extent that such Selling Stockholder is a party to the Custody Agreement and Irrevocable Power of Attorney and Custody AgreementAttorney) 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 (to the extent such Selling Stockholder is a party to the and Irrevocable Power of Attorney and Custody Agreement(as applicable) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of 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, to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) hereinafter referred tothereto, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; obtained except (i) for the registration of the Shares under the Securities Act, (ii) for such registration as is required under the Exchange Act, (iii) for such consents, approvals, authorizations, orders or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), (iv) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares, (v) such as will have been obtained prior to the Closing Date and (vi) for such consents, approvals, authorizations, or orders as would not impair in any material respect the ability of such Selling Stockholder to execute, deliver and perform the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney, to the extent a party thereto, and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (Agreement, to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) thereto 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder, to the extent such Selling Stockholder is a party thereto.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and Agreement, and, to the extent applicable, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 such consents, approvals authorizations and orders of the Shares as have been made under the Securities Act or may be required under state or non-US securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and the approval of the underwriting terms and arrangements by FINRA; and such Selling Stockholder has full right, power and authority to enter into this AgreementAgreement and, to the extent applicable, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) , and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this AgreementAgreement and, to the extent applicable, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each , has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. Each Selling Stockholder executing this Agreement pursuant to a Power of Attorney as set forth on Schedule 2 hereto is hereinafter referred to as a “POA Selling Stockholder.”

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders (i) as may be required under any foreign or state securities, blue sky securities (or antifraud Blue Sky) laws or by FINRA or by the Nasdaq Global Select Market (collectively, the “State Securities LawsNasdaq”) or FINRA in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters and (ii) as would not impair in any material respect the ability of any such Selling Stockholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and [and, if such Selling Stockholder is listed on Schedule 3 hereto, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder has full right, power and authority to enter into this AgreementAgreement [and, if such Selling Stockholder is listed on Schedule 3 hereto, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) ] and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this AgreementAgreement [and, if such Selling Stockholder is listed on Schedule 3 hereto, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each each][has] been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except (a) as will have been obtained on or prior to the Applicable Time, for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders (b) as may be required under any foreign or state securities, blue sky securities (or antifraud laws (collectively, the “State Securities Laws”Blue Sky” laws) or FINRA in connection with or the purchase and distribution of the Shares by the UnderwriterNew York Stock Exchange, 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 by the Management Selling Shareholders of the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, such Management Selling Shareholder has full right, power and authority to enter into the Power of Attorney and the Custody Agreement (to the extent Agreement, as applicable, and such Selling Stockholder is a party to the Power of Attorney Shareholder has full right, power and Custody Agreement) and authority 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling StockholderShareholder, except 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.

Required Consents; Authority. Except for (i) the registration of the Shares under the Securities Act of the Shares and Act, (ii) such consents, approvals, authorizations authorizations, orders and orders registrations or qualifications as may be required by FINRA and under any applicable state securities, blue sky or antifraud securities laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters, (iii) consents that have been, or prior to the Closing Date will be, obtained, and (iv) consents that, if not obtained, would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the performance by such Selling Stockholder of its obligations under this Agreement, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and and, if such Selling Stockholder is a Company Selling Stockholder, under the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) hereinafter referred to, and for the sale and delivery of the Underwritten Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, and, if such Selling Stockholder is a Company Selling Stockholder, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) and to sell, assign, transfer and deliver the Underwritten Shares to be sold by such Selling Stockholder hereunder; this Agreement, and, if such Selling Stockholder is a Company Selling Stockholder, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedobtained (other than as may be required under any United States federal or state securities laws or antifraud laws (collectively, the “Securities Laws”); and such Selling Stockholder Stockholder, if an individual, has all right, power and authority and, if a corporation, limited liability partnership, limited liability corporation or limited partnership has full corporate, limited liability partnership, limited liability corporation or limited partnership, as the case may be, right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and Agreement, the Share Repurchase Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Share Repurchase Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Share Repurchase Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may would not reasonably be required under any state securitiesexpected to result, blue sky individually or antifraud laws (collectivelyin the aggregate, in a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement, the Power of Attorney and the Custody Agreement (a “State Securities LawsSelling Stockholder Material Adverse Effect”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and 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 (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders authorizations, registrations or qualifications as may be required under any state securities, blue sky securities or antifraud Blue Sky laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the UnderwriterUnderwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) (to the extent such Selling Stockholder is a party to the Power of Attorney and 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; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and such Selling Stockholder has duly authorized this Agreement, the Power of Attorney and the Custody Agreement, such Selling Stockholder has duly executed and delivered the Power of Attorney and the Custody Agreement, this Agreement has been duly executed and delivered on behalf of such Selling Stockholder, and this Agreement, the Power of Attorney and the Custody Agreement (to are the extent legally valid and binding agreements of such Selling Stockholder, enforceable against such Selling Stockholder is a party to the Power of Attorney and Custody Agreement) have each been duly authorized, executed and delivered by such Selling Stockholderin accordance with their terms.

Required Consents; Authority. Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriter, all All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and (to the Power of Attorney (the “Power of Attorney”extent that such Selling Stockholder is a party to this Agreement) and the Custody Agreement and Irrevocable Power of Attorney by and between such Selling Stockholder, Xxxxxx Xxxx and Xxxxx X. Xxxxxx as attorneys-in-fact, Computershare, Inc. as custodian, and the Company (the “Custody AgreementAgreement and Irrevocable Power of Attorney”) (to the extent that such Selling Stockholder is a party to the Custody Agreement and Irrevocable Power of Attorney and Custody Agreement) hereinafter referred toAttorney), and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (to the extent that such Selling Stockholder is a party to this Agreement) and the Custody Agreement and Irrevocable Power of Attorney (to the extent that such Selling Stockholder is a party to the Custody Agreement and Irrevocable Power of Attorney and Custody AgreementAttorney) 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 (to the extent such Selling Stockholder is a party to the and Irrevocable Power of Attorney and Custody Agreement(as applicable) have each been duly authorized, executed and delivered by such Selling Stockholder.