Common use of Absence of Further Requirements Clause in Contracts

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreementsuch Selling Stockholder, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody under this Agreement, or the Warrant Agreement, the Representative’s Purchase Option, the Trust Agreement and the Services Agreement, in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreementhereby and thereby, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, ------------------------------- approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder under this Agreement or in the Power of Attorney and or the Custody Agreement, or in connection with the offer, sale and delivery by such Selling Shareholder of the Securities hereunder under this Agreement or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or and state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the authorization, execution, delivery or performance by each Selling Shareholder the Company or the Operating Partnership of histhis Agreement or under the Indenture or the Securities, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering and sale and delivery of the Securities hereunder or the consummation by the Company or the Operating Partnership of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or and state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Fund of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities AMPS hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act, the 1940 Act, the Securities Exchange Act or of 1934, as amended (the 1933 Act Regulations "1934 Act"), or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

Absence of Further Requirements. (A) No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court Governmental Entity and (B) no authorization, approval, vote or governmental authority other consent of any other person or agency, domestic or foreignentity, is necessary or required for the performance consummation by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation Distributor of the transactions contemplated by this Agreement or the Distribution Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or 1940 Act, the 1934 Act, the rules and regulations of FINRA and such as may be required under state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Underwriting Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or Regulations, state securities lawslaws or the rules and regulations of FINRA.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Guarantor of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Guarantor, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and except for the qualification of the Indenture under the 1939 Act.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, Governmental Entity is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture or the Securities by the Company, except such as may have previously been already obtained or will be made at or obtained prior to the Closing Time or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody under this Agreement, the Securities or the Articles Supplementary or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the other transactions contemplated by this Agreement, the Securities or the Articles Supplementary, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or as may be required under state securities lawslaws and except for the filing with, and acceptance for record by, the SDAT of the Articles Supplementary.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or hereunder, the issuance of shares of Common Stock upon conversion of the Securities, the consummation of the transactions contemplated by this AgreementAgreement or consummation of the transactions contemplated by the Capped Call Confirmations, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or Regulations, state securities lawslaws or laws and regulations of jurisdictions outside the United States.

Absence of Further Requirements. No filing with, or consent, approval, authorization, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the offer, sale and or delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or the Prospectus, except (i) such as may have previously been made or already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations or state securities lawslaws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained already obtained, novations of leases in connection with the transfers of properties to the Company or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder of his, her or its obligations hereunder under this Agreement or in the Power of Attorney and Custody International Purchase Agreement, or in connection with the sale and delivery of the Securities hereunder under this Agreement or the International Purchase Agreement or the consummation of the transactions contemplated by this Agreement and the International Purchase Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or under applicable foreign or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, or any third party (including but not limited to the Company) requirements, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder under this Agreement or in under the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder Stock or the consummation of the transactions contemplated by this Agreement, Agreement except such as may have previously been made or obtained or as may be required under the 1933 Securities Act or of 1933, as amended (the 1933 Act Regulations “Securities Act”), or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in under the Power of Attorney and Custody International Purchase Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder under this Agreement and the International Purchase Agreement or the consummation of the transactions contemplated by this Agreement and the International Purchase Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, required to be made or obtained by the Selling Shareholder is necessary or required for the performance by each the Selling Shareholder of his, her or its his obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement (including the use of the proceeds of the sale of the Securites as described in the Prospectus under “Use of Proceeds”), except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder under this Agreement or in under the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder Stock or the consummation of the transactions contemplated by this Agreement, Agreement except such as may have previously been made or obtained or as may be required under the 1933 Securities Act or of 1933, as amended (the 1933 Act Regulations “Securities Act”), or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic (whether federal, state or local) or foreign, is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder by such Selling Stockholder or the consummation of the transactions contemplated by this AgreementAgreement by such Selling Stockholder, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the sale and delivery of the Securities being sold by such Selling Shareholder hereunder or the consummation of the transactions contemplated by this Agreement, Agreement except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registrationregistration or qualification of or with any court, qualification arbitrator, governmental or decree of, any court or governmental regulatory authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by each Selling Shareholder the Company of his, her this Agreement or its obligations hereunder or in the Power of Attorney and Custody applicable Terms Agreement, or in connection with the issuance and sale and delivery of the Securities hereunder Shares or the consummation of the transactions contemplated by this Agreement or the applicable Terms Agreement, except such as may have previously been made or obtained or as may be required for the registration of the offer and sale of the Shares under the 1933 Act or the 1933 Act Regulations and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities lawslaws in connection with the purchase and distribution of the Shares by the Agents.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Directed Securities are offered.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody under this Agreement, the Securities or the Articles Supplementary in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the other transactions contemplated by this AgreementAgreement or the Articles Supplementary, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or as may be required under state securities lawslaws and except for the filing with, and acceptance for record by, the SDAT of the Articles Supplementary.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement and the applicable Terms Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody AgreementAttorney, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained already obtained, novations of leases in connection with the transfer of the Initial Properties to the Company or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, ------------------------------- approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder Stockholder of his, her or its his obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery by the Selling Stockholder of the Securities hereunder or the consummation by the Selling Stockholder of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its his obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance and sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) the filing of the Statement of Designation with the Registrar of Corporations of the Republic of the Xxxxxxxx Islands and (ii) such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or ------------------------------- consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody AgreementStockholder Agreements, or in connection with the offer, sale and delivery of the Securities by such Selling Stockholder hereunder or the consummation by such Selling Stockholder of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company or Renasant Bank, as the case may be, of his, her or its obligations hereunder or in under the Power of Attorney and Custody Merger Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Merger Agreement, except such as may have previously been made or already obtained or as may be required under (a) the 1933 Act or the 1933 Act Regulations or Regulations, (b) state securities lawslaws or (c) the rules and regulations of the FRB, the FDIC, the Mississippi Department or the TDFI.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder Stockholder of his, her or its obligations hereunder under this Agreement, the International Purchase Agreement or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions transac tions contemplated by this Agreement and the International Purchase Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations and foreign or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or the 1934 Act or the 1934 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Fund of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act, the 1940 Act, the Securities Exchange Act or of 1934, as amended (the 1933 Act Regulations "1934 Act") or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company or the Operating Partnership of his, her or its their respective obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except for the filing of the Series A Articles Supplementary or such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws or as may be required by FINRA.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder of his, her or the Issuers of its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already obtained or made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the "1933 Act Regulations Regulations") or state securities lawslaws and except for the qualification of the Trust Agreement, the Indenture and the Guarantee under the 1939 Act.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required to be obtained by such Selling Shareholder for the performance by each such Selling Shareholder of his, her or its obligations hereunder or and in the Power of Attorney and Custody Agreement, or in connection with the sale Agreement to sell and delivery of the deliver such Selling Shareholder's Securities hereunder or the consummation of the transactions contemplated by this Agreementhereunder, except such as may have previously been made or obtained or as may be required under Bermuda law, the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state or foreign securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the valid performance by each Selling Shareholder of his, her or its obligations hereunder or in under the Power of Attorney and Custody International Purchase Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this U.S. Purchase Agreement or the International Purchase Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws or under the securities laws of any foreign country.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder under this Agreement and the U.S. Purchase Agreement or the consummation of the transactions contemplated by this Agreement and the U.S. Purchase Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, or Self-Regulatory Organization (as defined below) is necessary or required for the performance by each Selling Shareholder the Company and the Guarantor of histheir respective obligations under the Transaction Documents, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and except for the qualification of the Indenture under the 1939 Act, or otherwise.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder Stockholder of hishis obligations under this Agreement, her the International Purchase Agreement or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, the International Purchase Agreement and the Custody Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance and sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) the filing of the Statement of Designation with the Registrar of Corporations of the Republic of The Xxxxxxxx Islands, and (ii) such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and the Custody Agreement, or in connection with the such Selling Stockholder's sale and delivery of the Securities hereunder or the such Selling Stockholder's consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement, except (i) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered, if any.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody under this Agreement, the Indenture or the Securities, in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the other transactions contemplated by this Agreement, the Indenture or the Securities, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or as may be required under state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in under the Power of Attorney and Custody Deposit Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, including but not limited to the deposit of Ordinary Shares against the issuance of ADSs, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and except for actions to be taken subsequent to the Closing Time, as required under the laws of the French Republic.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder under this Agreement and the International Purchase Agreement or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder under this Agreement and the International Purchase Agreement or the consummation of the transactions contemplated by this Agreementhereunder or thereunder, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Parent and the Selling Shareholder Stockholder of his, her or its their respective obligations hereunder or in pursuant to the Power of Attorney and Custody AgreementTransaction Documents, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement and the Transaction Documents, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder under this Agreement or in the Power of Attorney and Custody International Purchase Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or thereunder or the consummation of the transactions contemplated by this Agreement or the International Purchase Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or hereunder, the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery and performance of the Indenture by the Company, except (A) such as may have previously been made or already obtained or and (B) such as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder Stockholder of his, her or its his obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws or securities laws of other jurisdictions.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Fund of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities AMPS hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act, the 1940 Act, the Securities Exchange Act or of 1934, as amended (the 1933 Act Regulations “1934 Act”), or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company or the Operating Partnership of his, her or its their respective obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except for the filing of the Series C Increase Articles Supplementary or such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws or as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities to the Underwriters hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder under this Agreement and the International Purchase Agreement or the consummation of the transactions contemplated by this Agreement and the International Purchase Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or the 1934 Act or the 1934 Act Regulations and foreign or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Fund of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities AMPS hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act, the 1940 Act, the Securities Exchange Act or of 1934, as amended (the 1933 Act Regulations "1934 Act") or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or as may be required under state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the valid performance by each Selling Shareholder of his, her or its obligations hereunder or in under the Power of Attorney and Custody U.S. Purchase Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this International Purchase Agreement or the U.S. Purchase Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws or under the securities laws of any foreign country.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder Stockholder of his, her or its his obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, ------------------------------- approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder of his, her or its his obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery by the Selling Shareholder of the Securities hereunder or the consummation by the Selling Shareholder of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (A) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and (B) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each such Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, under this Agreement or in connection with the offer, sale and delivery by such Selling Stockholder of the Securities hereunder under this Agreement or the consummation by such Selling Stockholder of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or and state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification qualifica­tion or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities to be sold by such Selling Shareholder hereunder or the consummation of the transactions contemplated transac­tions contem­plated by this Agreement, except such as may have previously previous­ly been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreementsuch Selling Stockholder, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company or the Operating Partnership of his, her or its their respective obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except for the filing of the Series H Articles Supplementary or such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws or as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder Stockholder or Nestle Purina of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Letter Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations Regulations, the 1934 Act, the "1934 Act Regulations" or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder hereunder, the issuance of shares of Common Stock upon conversion of Securities or the consummation of the transactions contemplated by this AgreementAgreement and in the Registration Statement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent------------------------------- authorization, approval, authorizationconsent, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder hereunder, under the International Purchase Agreement or in the Power of Attorney and Custody Agreement, or in connection with the offering or sale and delivery of the Securities hereunder or under the International Purchase Agreement or the consummation of the transactions contemplated by this Agreement, Agreement except such as may have been previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each either Bandag or the Selling Shareholder of his, her or its their respective obligations hereunder or in under the Power of Attorney and Custody International Purchase Agreement, or in connection with the sale and delivery of the Securities hereunder or under the International Purchase Agreement or the consummation of the transactions transac tions contemplated by this Agreement or the International Purchase Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Offerors of histheir obligations hereunder, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations, the 1939 Act, the 1939 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder or in the Lock-up Letter, the Power of Attorney and or the Custody Agreement, or in connection with the sale and delivery of the Securities hereunder by such Selling Shareholder or the consummation of the transactions contemplated by this AgreementAgreement by such Selling Shareholder, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities or blue sky laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawssecurities.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder of his, her or its his obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement (including the use of the proceeds of the sale of the Securities as described in the Prospectus under "Use of Proceeds"), except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Power of Attorney and or the Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws, and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and the Custody Agreement, to the extent a party thereto, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder of his, her his or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have be previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or consent, ------------------------------- approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities lawslaws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder Stockholder of his, her or its obligations hereunder or in the Power of Attorney and the Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each the Selling Shareholder of his, her or its obligations hereunder or hereunder, in the Power of Attorney and or in the Custody Agreement, or in connection with the offer, sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its their obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the U.S. Securities being sold by each such Selling Shareholder hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state or foreign securities lawslaws or under the rules of the NASD.

Absence of Further Requirements. No filing with, ------------------------------- or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his, her or its obligations hereunder or in the Custody Agreement and Power of Attorney and Custody AgreementAttorney, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder under this Agreement or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Company, except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws., the laws

Absence of Further Requirements. No filing with, or consentauthorization, approval, authorizationconsent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, agency is necessary or required for the performance by each Selling Shareholder the Company of his, her or its obligations hereunder or in the Power of Attorney and Custody Agreementhereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement (for purposes of clarity, the transactions set forth in the Acquisition Agreement shall not be deemed transactions contemplated by this Agreement), except such as may have previously been made or already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each such Selling Shareholder of his, her or its their obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the International Securities being sold by each such Selling Shareholder hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state or foreign securities lawslaws or under the rules of the NASD.