Common use of Noncontravention Clause in Contracts

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, not (i) whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action (ii) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or (iii) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties, other than in the case of clauses (i) and (iii), as would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business or results of operations of such Selling Shareholder.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery transfer of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties, except, in each case, where such conflicts, breaches, violations or defaults would not singly or in the aggregate, materially and adversely affect the ability of the Underwriters or such Selling Shareholder to consummate the transactions contemplated by this Agreement.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such the Selling Stockholder Shareholder or any property or assets of such the Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such the Selling Stockholder Shareholder is a party or by which such the Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such the Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such the Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such the Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement Agreement, as applicable, and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws limited partnership agreement, trust agreement or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery to the Underwriter of the Selling Stockholder Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Selling Stockholder Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except 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.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties. Such Selling Shareholder has no registration rights with respect to the Registration Statement other than rights which have been complied with by the Company or waived by such Selling Shareholder.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties, except for such conflicts, breaches, defaults, liens, charges, encumbrances, taxes, as would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement, the Power of Attorney and the Custody Agreement (a “Selling Shareholder Material Adverse Effect”).

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder to the Underwriters and the consummation by such Selling Shareholder of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subjectsubject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a material adverse effect on such Selling Shareholder), nor will such action result in (A) any violation of the provisions of the charter or by-laws articles of association or other organizational instrument of such Selling StockholderShareholder, if applicable, or (B) any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its propertiesproperties (except, in the case of clause (B), for such violations that would not adversely effect or impact such Selling Shareholder in any material respect).

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument (including any trust instruments) of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties. Such Selling Shareholder has no registration rights with respect to the Registration Statement.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree applicable to such Selling Stockholder of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such the Selling Stockholder Shareholder or any property or assets of such the Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such the Selling Stockholder Shareholder is a party or by which such the Selling Stockholder Shareholder may be boundbound and which is material to the Selling Shareholder, or to which any of the property or assets of such the Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such the Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such the Selling Stockholder or any of its propertiesShareholder.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, if applicable, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties.

Noncontravention. The execution and delivery by the Selling Stockholder of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Stockholder and the consummation of the transactions contemplated herein by the Selling Stockholder and compliance by such the Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such the Selling Stockholder or any property or assets of such the Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder may be bound, or to which any of the property or assets of such the Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such the Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such the Selling Stockholder or any of its properties, except for such conflicts, breaches, defaults, liens, charges, encumbrances, taxes, as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement (a “Selling Stockholder Material Adverse Effect”).

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its propertiesproperties except for such conflicts, breaches, defaults, liens, charges, encumbrances and taxes, as would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement and, as applicable, the Power of Attorney and the Custody Agreement (a “Selling Stockholder Material Adverse Effect”).

Noncontravention. The execution and delivery of this Agreement and Agreement, the Power of Attorney and Custody Agreement and the sale and delivery of the Securities Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement Agreements and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and Agreement, the sale and delivery of the Securities to be sold by such Selling Stockholder and Stockholder, the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws bylaws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and Lock-up Letter, the sale and delivery of the Securities to be sold by such the Selling Stockholder and Shareholder, the consummation of the transactions contemplated herein and therein and the compliance by such the Selling Stockholder Shareholder with its obligations hereunder and thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such the Selling Stockholder Shareholder or any property or assets of such the Selling Stockholder Shareholder, pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such the Selling Stockholder Shareholder is a party or by which such the Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such the Selling Stockholder Shareholder is subject, except for those that would not adversely affect the Selling Shareholder’s ability to perform its obligations hereunder or thereunder or otherwise have a material adverse effect on the Selling Shareholder or its business or assets, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such the Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such the Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery to the Underwriters of the Selling Stockholder Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Selling Stockholder Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except 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.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such the Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of his, her or its properties, except in the case where such conflict, breach, violation, default, lien, charge or encumbrance would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon upon, the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Stockholder and Shareholder, the consummation of the transactions contemplated herein and compliance by such the Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any taxtax (except as described in subsection (xxv) below, lien, charge or encumbrance upon the Securities to be sold by such the Selling Stockholder Shareholder or any property or assets of such the Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such the Selling Stockholder Shareholder is a party or by which such the Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such the Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such the Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such the Selling Stockholder Shareholder or any of its propertiesproperties (except for such violations as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of the Selling Shareholder to perform its obligations under this Agreement or to consummate any of the transactions contemplated thereby to be performed by the Selling Shareholder).

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with his or its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws laws, any indenture or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of his or its propertiesproperties except in each case, as would not singly or in the aggregate result in a material adverse effect on the ability of such Selling Shareholder to perform his or its obligations hereunder.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement Agreement, to the extent party thereto, and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such the Selling Stockholder Shareholder or any property or assets of such the Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such the Selling Stockholder Shareholder is a party or by which such the Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such the Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument documents of such the Selling Stockholder, if applicable, Shareholder or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such the Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic in the United States, Spain, the European Union or foreign, elsewhere having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agency Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and Master Forward Confirmations, the sale and delivery of the Securities Common Shares to be sold by such the Selling Stockholder Stockholders and the delivery (or deemed delivery) of any Forward Settlement Shares by the Selling Stockholders and the consummation of the transactions contemplated herein and compliance by such the Selling Stockholder Stockholders with its their obligations hereunder and under the Master Forward Confirmations do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities Common Shares to be sold by such the Selling Stockholder Stockholders, or the Forward Settlement Shares delivered (or deemed delivered) by the Selling Stockholders under the Master Forward Confirmations, or any property or assets of such the Selling Stockholder Stockholders pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such any Selling Stockholder is a party or by which such any Selling Stockholder may be bound, or to which any of the property or assets of such any Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such the Selling StockholderStockholders, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such the Selling Stockholder Stockholders or any of its their properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, (except for such conflicts, breaches or defaults that would not adversely affect such Selling Shareholder's ability to fulfill its obligations hereunder or under the Power of Attorney and Custody Agreement), nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Securityholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Securityholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Securityholder or any property or assets of such Selling Stockholder Securityholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Securityholder is a party or by which such Selling Stockholder Securityholder may be bound, or to which any of the property or assets of such Selling Stockholder Securityholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderSecurityholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Securityholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Stockholder Shareholder with its obligations hereunder and thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, of or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, Shareholder or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The With respect to each Corporate Selling Shareholder, the execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Corporate Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Corporate Selling Stockholder Shareholder is a party or by which such Corporate Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Corporate Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Corporate Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Corporate Selling Stockholder Shareholder or any of its properties, if (i) such conflict, breach, default, tax, lien, charge, encumbrance or violation would restrict the ability of such Corporate Selling Shareholder to make payments or distributions to the Company, in the form of dividends or otherwise and (ii) if the amount of such restricted payments or dividends, individually or in the aggregate, is material to the Company.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such the Selling Stockholder Shareholder or any property or encumbrance upon the Securities to be sold by the Selling Shareholder or any property or assets of such the Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such the Selling Stockholder Shareholder is a party or by which such the Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such the Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such the Selling Stockholder Shareholder or any of his or its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and Agreement, the sale and delivery of the Securities to be sold by such Selling Stockholder and Shareholder, the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any material property or material assets of such Selling Stockholder Shareholder pursuant to any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the material property or material assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such the Selling Stockholder Shareholder or any property or assets of such the Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such the Selling Stockholder Shareholder is a party or by which such the Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such the Selling Stockholder Shareholder is subject, nor will such action result in any violation of (A) the provisions of the charter or by-laws or other organizational instrument of such the Selling Stockholder, if applicableShareholder, or (B) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality instrumentality, court or courtsecurities exchange or other similar self-regulatory organization, domestic or foreign, having jurisdiction over such the Selling Stockholder Shareholder, The Halco Trust, a trust resident in Liechtenstein, or Trencor Limited, a company incorporated in South Africa, or any of its the Selling Shareholder’s properties.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder Shareholder or any property or assets of such Selling Stockholder Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder may be bound, or to which any of the property or assets of such Selling Stockholder Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling StockholderShareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder Shareholder or any of its properties, except for such conflicts, breaches, defaults or violations that, individually or in the aggregate, would not have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement, or its/his/her ability to sell, transfer and deliver the securities to be sold by such Selling Shareholder hereunder.

Noncontravention. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lienLien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties.