Common use of Authorization of Agreements Clause in Contracts

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties; in each case, except as would not impair in any material respect the ability of the Selling Shareholder to perform its obligations hereunder (provided that no representation or warranty is made in this subsection (ii) with respect to the antifraud provisions of any securities laws).

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Underwriting Agreement and a Power of Attorney and Custody Agreement (the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. The execution and delivery of this Underwriting Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement, the applicable Terms Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement, the applicable Terms Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") with the Company and the Global Coordinator, respectively, and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the --------------------------- full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement, the U.S. Underwriting Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and Custody U.S. Underwriting Agreement and the sale and delivery of the Securities to be sold by such the Selling Shareholder Stockholder and the consummation of the transactions contemplated herein in this Agreement and the U.S. Underwriting Agreement and compliance by such the Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such the Selling Shareholder Stockholder and 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 Shareholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such the Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such the Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and “Selling Shareholder Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder hereunderhereunder and to transfer the Securities thereunder. The execution and delivery of this Agreement and the Power of Attorney and Selling Shareholder Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Shareholder and the consummation of the transactions contemplated herein and therein and compliance by such the Selling Shareholder with its obligations hereunder and thereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such the Selling 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 Shareholder is a party or by which such the Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its properties. Phoenix Life Insurance Co. (“Phoenix Life”) has the full right, power and authority to enter into a Custody Agreement (the “Phoenix Life Custody Agreement”) and to transfer and deliver the Common Stock to the Selling Shareholder thereunder. The execution and delivery of the Phoenix Life Custody Agreement and the transfer of the Common Stock to the Selling Shareholder and the consummation of the transactions contemplated therein and compliance by Phoenix Life with its obligations thereunder have been duly authorized by Phoenix Life and 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 the Selling Shareholder or any property or assets of the Selling Shareholder or Phoenix Life pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder or Phoenix Life is a party or by which the Selling Shareholder or Phoenix Life may be bound, or to which any of the property or assets of the Selling Shareholder or Phoenix Life is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of Phoenix Life, 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 the Selling Shareholder or Phoenix Life or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a power of attorney (the “Power of Attorney Attorney”) and Custody Agreement custody agreement (the "Power of Attorney and “Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and Custody Agreement Agreement, and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder hereunder, have been duly authorized by such Selling Shareholder and 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 upon, the Securities to be sold by such Selling Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Underwriting Agreement and a an Irrevocable Power of Attorney and Custody Agreement (the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Underwriting Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws articles of incorporation, bylaws or other organizational instrument or governing documents of such Selling Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and do does 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power power of Attorney attorney and Custody Agreement custody agreement (the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation consum­mation of the transactions transac­tions contemplated herein and compliance by such Selling Shareholder with his or its obligations hereunder have been duly authorized by such Selling Shareholder and 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 imposi­tion of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-by laws or other organizational instrument of such Selling Shareholder, 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 Shareholder or any of his or its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder has the full right, power and authority --------------------------- right to enter into this Agreement and Agreement, a Power of Attorney (the "Power of Attorney") and a Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated herein and compliance by such the Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 charge, or encumbrance upon the Securities to be sold by such the Selling Shareholder or any property or assets of such the Selling 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 Shareholder is a party or by which such the Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its his properties.

Authorization of Agreements. Each The Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such the Selling 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 Shareholder is a party or by which such the Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody the U.S. Purchase Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderhereunder and thereunder. The execution and delivery of this Agreement and the Power of Attorney and Custody U.S. Purchase Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder with its obligations hereunder and under the U.S. Purchase Agreement have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument trust agreement of such Selling Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the --------------------------- full right, power and authority to enter into this Agreement and a Custody Agreement and Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a material breach of, or material 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full --------------------------- all necessary right, power and authority to enter into this Agreement, the U.S. Purchase Agreement and a Power of Attorney and Custody Agreement for each of this Agreement and the U.S. Purchase Agreement (collectively, the "Power Powers of Attorney and Custody AgreementAgreements") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder or under the U.S. Purchase Agreement. The execution and delivery of this Agreement, the U.S. Purchase Agreement and the Power Powers of Attorney and Custody Agreement Agreements and the sale and delivery of the Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder Stockholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement, the International Purchase Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder and thereunder. The execution and delivery of this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder Stockholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder Stockholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a material breach of, or material 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full --------------------------- right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder Stockholder has the --------------------------- full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such the Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such the Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such the Selling Shareholder 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 Shareholder Stockholder is a party or by which such the Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such the Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement, the International Purchase Agreement and a Power of Attorney (the "Power of Attorney") and a Letter of Transmittal and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement. The execution and delivery of this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and and, at the Closing Time or Date of Delivery, as the case may be, to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and under the Power of Attorney and Custody Agreement and compliance by such Selling Shareholder Stockholder with its obligations hereunder and under the Power of Attorney and Custody Agreement have been duly authorized by such Selling Shareholder Stockholder and 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 a 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement, the Power of Attorney, the Custody Agreement and a Power of Attorney and Custody the Escrow Agreement (the "Power of Attorney and Custody Agreement") referred to in Section 2.3 below and to sell, transfer and deliver the Securities Stock to be sold by such Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement, the Power of Attorney, the Custody Agreement and the Power of Attorney and Custody Escrow Agreement and the sale and delivery of the Securities Stock to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder Stockholder with its obligations hereunder and thereunder, have been duly authorized by such Selling Shareholder Stockholder and 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 Stock to be sold by such Selling Shareholder Stockholder or any property or assets of such Selling Shareholder Stockholder pursuant to, or create any obligation to such Selling Stockholder or Purchaser under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder Stockholder is a party or by which such Selling Shareholder Stocking may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has --------------------------- the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody ----------------------------- Agreement") and to sell, transfer and deliver the U.S. Securities --------- to be sold by such Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the US. Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 U.S. Securities to be sold by such Selling Shareholder Stockholder or any property or assets of such Selling Shareholder Stockholder pursuant to to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has --------------------------- the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subjectsubject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of the Selling Stockholder, whether or not arising in the ordinary course of business), nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and the International Purchase Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") ), and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderhereunder and thereunder. The execution and delivery of this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling --------------------------- Shareholder has the full right, power and authority to enter into this Agreement and a the Custody Agreement and Power of Attorney and Custody Agreement (the "Custody Agreement and Power of Attorney and Custody AgreementAttorney") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and the Custody Agreement and Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its propertiesproperties (except that no representation is made with respect to state securities laws).

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement, the U.S. Purchase Agreement and a Power of Attorney (the "Power of Attorney") and a Letter of Transmittal and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderhereunder and under the U.S. Purchase Agreement. The execution and delivery of this Agreement, the U.S. Purchase Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder or any of its properties.writ

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement, the International Purchase Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein in this Agreement and the International Purchase Agreement and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its his obligations hereunder have been duly authorized by such Selling Shareholder and 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, in each case, in any material respect, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subject, nor will such action result in any material violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Shareholder, 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 Shareholder or any of its his properties.

Authorization of Agreements. Each The Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and and, if applicable, a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and and, if applicable, the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder Stockholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement Agreement, the International Purchase Agreement, and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder and under the International Purchase Agreement. The execution and delivery of this Agreement Agreement, the International Purchase Agreement, and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder Stockholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder has the full right, power and authority to enter into this Underwriting Agreement and a Power of Attorney and Custody Agreement (the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder hereunder. The execution and delivery of this Underwriting Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such the Selling 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 Shareholder is a party or by which such the Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its propertiesShareholder.

Authorization of Agreements. Each The Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such the Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such the Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such the Selling Shareholder 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 Shareholder Stockholder is a party or by which such the Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such the Selling Shareholder Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws articles of incorporation, the regulations of the board of directors or other organizational instrument of such the Selling ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a the Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") with [Firstar Bank], as custodian (the "Custodian"), and the attorneys-in-fact named therein (each an "Attorney-in-Fact"), and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the International Option Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subjectsubject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of such Selling Shareholder (a "Selling Shareholder Material Adverse Effect"), whether or not arising in the ordinary course of business), nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Shareholder, 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 Shareholder or any of its propertiesproperties which would reasonably be expected, either singly or in the aggregate to result in a Selling Shareholder Material Adverse Effect.

Authorization of Agreements. Each The Selling Shareholder Stockholder has the full right, power and authority --------------------------- right to enter into this Agreement and Agreement, a Power of Attorney (the "Power of Attorney") and a Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Shareholder Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein and compliance by such the Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 charge, or encumbrance upon the Securities to be sold by such the Selling Shareholder Stockholder or any property or assets of such the Selling Shareholder 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 Shareholder Stockholder is a party or by which such the Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such the Selling Shareholder 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 Shareholder, 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 Shareholder Stockholder or any of its his properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement in connection herewith (collectively, the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement by such Selling Shareholder and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by or on behalf of such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be is bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder has the --------------------------- full right, power and authority to enter into this Agreement and a Power of Attorney and Custody the U.S. Purchase Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder hereunderhereunder and thereunder. The execution and delivery of this Agreement and the Power of Attorney and Custody U.S. Purchase Agreement and the sale and delivery of the Securities to be sold by such the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Shareholder with its obligations hereunder and under the U.S. Purchase Agreement have been duly authorized by such all necessary action of the Selling Shareholder and 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 Shareholder or any property or assets of such the Selling 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 Shareholder is a party or by which such the Selling Shareholder may be bound, or to which any of the property or assets of such the Selling Shareholder is subjectsubject except for such conflicts, breaches or defaults or liens, charges or encumbrances upon any property or assets of the Selling Shareholder that would not reasonably be expected to result in a material adverse change or development involving a material adverse change, in the condition, financial or otherwise, or in the earnings or business affairs of the Selling Shareholder, whether or not arising in the ordinary course of business, or in its ability to perform its obligations hereunder or under the U.S. Purchase Agreement 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement, the International Purchase Agreement and a the Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder Stockholder has the --------------------------- full right, power and authority right to enter into this Agreement and Agreement, a Power of Attorney (the "Power of Attorney") and a Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Shareholder Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein and compliance by such the Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 charge, or encumbrance upon the Securities to be sold by such the Selling Shareholder Stockholder or any property or assets of such the Selling Shareholder 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 Shareholder Stockholder is a party or by which such the Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such the Selling Shareholder 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 Shareholder, 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 Shareholder Stockholder or any of its his properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its their obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder Stockholder pursuant to any contract, indenture, mortgage, deed 10 16 of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder Stockholder is subject, except were failure or breach would not have a Material Adverse Effect on such Selling Stockholder's ability to perform its obligation herein, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling ShareholderStockholder, 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 Shareholder Stockholder or any of its propertiesproperties except were failure or breach would not have a Material Adverse Effect on such Selling Stockholder's ability to perform its obligation herein.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney (the "Power of Attorney") and a Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling Shareholder pursuant to to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. || Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and Agreement, a Power of Attorney (the "Power of Attorney") and a Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Agreement, the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Power of Attorney and Custody Agreement") ), and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderunder this Agreement. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and Agreement, the sale and delivery of the Securities to be sold by such Selling Shareholder and Shareholder, the consummation by such Selling Shareholder of the transactions contemplated herein under this Agreement and compliance by such Selling Shareholder with its obligations hereunder under this Agreement have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the --------------------------- full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 taxsecurity interest, mortgage, pledge, lien, charge tax, charge, claim, equity or encumbrance of any kind (collectively, "Liens") upon the Securities to be sold by such Selling Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-by- laws or other organizational instrument of such Selling ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a the Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") referred to in Section 2.3 below and to sell, transfer and deliver the Securities Stock to be sold by such Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and Custody Agreement and the sale and delivery of the Securities Stock to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder Stockholder with its obligations hereunder and thereunder, have been duly authorized by such Selling Shareholder Stockholder and 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 Stock to be sold by such Selling Shareholder Stockholder or any property or assets of such Selling Shareholder Stockholder pursuant to, or create any obligation to such Selling Stockholder or Purchaser under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling Shareholder pursuant to any contract, shareholders agreement, registration rights agreement, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the --------------------------- full right, power and authority to enter into this Agreement, the International Purchase Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement. The execution and delivery of this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and in the International Purchase Agreement and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder 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 Selling Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter Certificate of Incorporation or byBy-laws or other organizational instrument Laws of such Selling ShareholderShareholder if such Selling Shareholder is a corporation, or of the Partnership Agreement of such Selling Shareholder if applicablesuch Selling Shareholder is a Partnership, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderunder this Agreement. 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 Shareholder and Shareholder, the consummation by such Selling Shareholder of the transactions contemplated herein under this Agreement and compliance by such Selling Shareholder with its obligations hereunder under this Agreement have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement, the U.S. Purchase Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement, the U.S. Purchase Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein in this Agreement and the U.S. Purchase Agreement and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full --------------------------- right, power and authority to enter into this Agreement and a Custody Agreement and Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a material breach of, or material 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") ), and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder Stockholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and Agreement, a Power of Attorney (the "Power of Attorney") and a Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each All consents, approvals, authorizations and orders necessary for the execution and delivery and performance by such Selling Shareholder Stockholder of this Agreement and the Custody Agreement and Power of Attorney (collectively, the "Power of Attorney and Custody Agreement") hereinafter referred to, and for the sale and delivery of the Securities to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has the full right, power and authority to enter into this Agreement and a the Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, assign, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder free and clear of all adverse claims. The execution sale of the Securities to be sold by such Selling Stockholder hereunder and delivery the compliance by such Selling Stockholder with all of the provisions 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and do therein contemplated will not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute result in a breach of violation of any of the terms or provisions of, or constitute a 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 Shareholder or any property or assets of such Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease agreement or other agreement or instrument to which such Selling Shareholder Stockholder is a party or by which such Selling Shareholder may be Stockholder is bound, or to which any of the property or assets of such Selling Shareholder Stockholder is subject, nor will such action result in any violation of the provisions of the charter Certificate of Incorporation or byBy-laws or other organizational instrument of such Selling ShareholderStockholder if such Selling Stockholder is a corporation, or the agreement of partnership of such Selling Stockholder if applicablesuch Selling Stockholder is a partnership, or the agreement or declaration of trust if such Selling Stockholder is a trust, or any applicable treaty, law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, court or government instrumentality agency or court, domestic or foreign, body having jurisdiction over such Selling Shareholder Stockholder or any the property of its propertiessuch Selling Stockholder.

Authorization of Agreements. Each Selling Shareholder Stockholder has the --------------------------- full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney (the "Power of Attorney") and a Custody Agreement (the "Power of Attorney and Custody Agreement") ), and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such the Selling 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 Shareholder is a party or by which such the Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") ), and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Agreement, the International Purchase Agreement, the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Power of Attorney and Custody Agreement") ), and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderunder this Agreement and the International Purchase Agreement. The execution and delivery of this Agreement and Agreement, the International Purchase Agreement, the Power of Attorney and the Custody Agreement and Agreement, the sale and delivery of the Securities to be sold by such Selling Shareholder and Shareholder, the consummation by such Selling Shareholder of the transactions contemplated herein under this Agreement and the International Purchase Agreement and compliance by such Selling Shareholder with its obligations hereunder under this Agreement and the International Purchase Agreement have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Underwriting Agreement and a Power of Attorney and Custody Agreement (the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Underwriting Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and under Power of Attorney and Custody Agreement and compliance by such the Selling Shareholder with its obligations hereunder and under Power of Attorney and Custody Agreement have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such the Selling 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 Shareholder is a party or by which such the Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderStockholder under this Agreement. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "“Power of Attorney and Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney (the "Power of Attorney") and a Custody Agreement (the "Custody Agreement" and, together with the Power of Attorney and Custody AgreementAttorney, the "Ancillary Agreements") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement Ancillary Agreements and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a the Irrevocable Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") with Firstar Trust Company, as custodian (the "Custodian"), and the attorneys-in-fact named therein (each an "Attorney-in-Fact"), and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subjectsubject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of such Selling Shareholder (a "Selling Shareholder Material Adverse Effect"), whether or not arising in the ordinary course of business), nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Shareholder, 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 Shareholder or any of its propertiesproperties which would reasonably be expected, either singly or in the aggregate, to result in a Selling Shareholder Material Adverse Effect.

Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and a Agreement, the Irrevocable Power of Attorney and the Letter of Transmittal and Custody Agreement (collectively, the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement Agreement, and a an Irrevocable Power of Attorney and Custody Agreement (the "Power of Attorney and Custody AgreementAttorney") between it and to sellGoelet, transfer and deliver LLC, as attorney-in-fact (the Securities to be sold by such Selling Shareholder hereunder"Attorney-in-Fact"). The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement by such Selling Stockholder and the sale and delivery of the Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a the Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement"referred to in Section 1(B)(d) below and to sell, transfer and deliver the Securities Common Shares to be sold by such Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and Custody Agreement and the sale and delivery of the Securities Common Shares to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder Stockholder with its obligations hereunder and thereunder, have been duly authorized by such Selling Shareholder Stockholder and 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 Selling Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderStockholder under this Agreement. 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 Shareholder and Stockholder, the consummation by such Selling Stockholder of the transactions contemplated herein under this Agreement and compliance by such Selling Shareholder Stockholder with its obligations hereunder under this Agreement have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such the Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such the Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such the Selling Shareholder 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 Shareholder Stockholder is a party or by which such the Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such the Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody AgreementPOWER OF ATTORNEY AND CUSTODY AGREEMENT") and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such the Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such the Selling 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 Shareholder is a party or by which such the Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") with [Xx. Xxxx Xxxx] and the [Company], respectively, and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such the Selling 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 Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and Agreement, a Power of Attorney (the “Power of Attorney”) with Mr. Xxxxxx Xxxx and Ms. Xxxxx Xxxx and a Custody Agreement (the "Power of Attorney and “Custody Agreement"”) with the Company, and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such the Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument document of such the Selling Shareholder, 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 Shareholder or any of its properties.

Authorization of Agreements. Each Such Selling Shareholder has the full right, power and authority to enter into this Agreement and Agreement, a Power of Attorney (the “Power of Attorney”) and a Custody Agreement (the "Power of Attorney and “Custody Agreement"”) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. 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 Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such the Selling Shareholder and 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 Shareholder or any property or assets of such Selling 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 Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such the Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other constituent of organizational instrument documents or business license of such the Selling Shareholder, 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 Shareholder or any of its propertiesassets, properties or operations.

Authorization of Agreements. Each Selling Shareholder Stockholder has the full all --------------------------- necessary right, power and authority to enter into this Agreement, the International Purchase Agreement and a Power of Attorney and Custody Agreement for each of this Agreement and the International Purchase Agreement (collectively, the "Power Powers of Attorney and Custody AgreementAgreements") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder or under the International Purchase Agreement. The execution and delivery of this Agreement, the International Purchase Agreement and the Power Powers of Attorney and Custody Agreement Agreements and the sale and delivery of the Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and therein and compliance by such Selling Shareholder Stockholder with its obligations hereunder and thereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has --------------------------- the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody ----------------------------- Agreement") and to sell, transfer and deliver the International Securities --------- to be sold by such Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and the Power of Attorney and Custody Agreement and the sale and delivery of the International Securities to be sold by such Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 International Securities to be sold by such Selling Shareholder Stockholder or any property or assets of such Selling Shareholder Stockholder pursuant to to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each The Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and a the Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder thereby hereunder. 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 Shareholder Stockholder or any property or assets of such Selling Shareholder 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 Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder 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 ShareholderStockholder, 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 Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Such Participating Selling Shareholder Stockholder has the full right, power and authority to enter into this Agreement and the U.S. Underwriting Agreement, a Power of Attorney and Custody Agreement (the "Power of Attorney Attorney") and a Custody Agreement"Agreement (as defined below) and to sell, transfer and deliver the Securities Stock to be sold by such Participating Selling Shareholder Stockholder hereunder. The execution and delivery of this Agreement and the U.S. Underwriting Agreement, the Power of Attorney and the Custody Agreement and the sale and delivery of the Securities Stock to be sold by such Participating Selling Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Participating Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder and 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 Stock to be sold by such Participating Selling Shareholder or any property or assets of such Selling Shareholder 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 Participating Selling Shareholder Stockholder is a party or by which such Participating Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling 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 Participating Selling ShareholderStockholder, if applicable, or (assuming the offering of the Stock is conducted in accordance with the Securities Act and applicable state securities laws) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over such Participating Selling Shareholder Stockholder or any of its properties.

Authorization of Agreements. Each Selling Shareholder Stockholder has --------------------------- the full right, power and authority to enter into this Agreement and a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder. The execution execution, delivery and delivery performance 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 Shareholder Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder Stockholder with its obligations hereunder have been duly authorized by such Selling Shareholder Stockholder and 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 or violation 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 Shareholder Stockholder or any property or assets of such Selling Shareholder Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, bond, license, lease or other agreement or instrument to which such Selling Shareholder Stockholder is a party or by which such Selling Shareholder Stockholder may be bound, or to which any of the property or assets of such Selling Shareholder Stockholder is subject, other than any such conflict, breach, violation or default as would not, individually or in the aggregate, have a material adverse affect on such Selling Stockholder's ability to consummate the transactions contemplated herein, nor will such action result in any violation of the provisions of the charter or by-by- laws or other organizational instrument instruments of such Selling ShareholderStockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality instrumentality, agency or body, or court, domestic or foreign, having jurisdiction over such Selling Shareholder Stockholder or any of its propertiesproperties or assets.