Common use of Custody Agreement and Power of Attorney Clause in Contracts

Custody Agreement and Power of Attorney. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene any provision of (i) the certificate of incorporation, by-laws or similar organizational documents of such Selling Stockholder, as applicable, (ii) any agreement or other instrument binding upon such Selling Stockholder or (iii) any applicable law, judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Placement Shares and except, in the case of clauses (ii) and (iii) above, as would not have a material adverse effect on such Selling Stockholder.

Custody Agreement and Power of Attorney. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene any provision of (i) the certificate of incorporation, by-laws or similar organizational documents of such Selling Stockholder, as applicable, (ii) any agreement or other instrument binding upon such Selling Stockholder or (iii) any applicable law, judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Placement Firm Shares and except, in the case of clauses (ii) and (iii) above, as would not have a material adverse effect on such Selling Stockholder.