Common use of Due Authorization; No Conflict; No Consent Clause in Contracts

Due Authorization; No Conflict; No Consent. Such Selling stockholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by such Selling stockholder, the consummation by such Selling stockholder of the transactions contemplated hereby and the compliance by such Selling stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder hereunder or any other property or assets of such Selling stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder is a party or by which the Selling stockholder is bound or to which any of the property or assets of the Selling stockholder is subject, nor will such actions result in any violation of the charter or by-laws (or analogous governing instruments, as applicable) of the Selling stockholder or the articles of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Selling stockholder or any property or assets of the Selling stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement by such Selling stockholder, and the consummation by such Selling stockholder of the transactions contemplated hereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder Shareholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by such Selling stockholderAgreement, the consummation by such Selling stockholder Shareholder of the transactions contemplated hereby and the compliance by such Selling stockholder Shareholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to result in the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock Securities to be sold by such Selling stockholder Shareholder hereunder or any other property or assets of such Selling stockholder Shareholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder Shareholder is a party or by which the such Selling stockholder Shareholder is bound or to which any of the property or assets of the such Selling stockholder Shareholder is subject, nor will such actions or (ii) result in any violation of the charter or by-laws (or analogous governing instruments, as applicable) of the Selling stockholder or the articles of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder Shareholder or any property or assets of such Selling Shareholder, except, in the case of clauses (i) and (ii) above, for such conflicts, breaches or violations that would not, singly or in the aggregate, affect the validity of the Shares to be sold by the Selling stockholderShareholder or impair the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement; and, except for the registration of the Stock Securities under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities or blue sky laws in connection with the purchase and distribution of the Stock Securities by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement by such Selling stockholderShareholder, and the consummation by such Selling stockholder Shareholder of the transactions contemplated hereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by such Selling stockholder, the consummation by such Selling stockholder of the transactions contemplated hereby and thereby and the compliance by such Selling stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder hereunder or any other property or assets of such Selling stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder is a party or by which the Selling stockholder is bound or to which any of the property or assets of the Selling stockholder is subject, nor will such actions result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) ), the articles of partnership or the deed of trust of the Selling stockholder or the articles of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder or any property or assets of the Selling stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement by such Selling stockholder, and the consummation by such Selling stockholder of the transactions contemplated herebyhereby and thereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder Stockholder has full right, power and authority to enter into this AgreementAgreement and the Power of Attorney; the execution, delivery and performance of this Agreement and the Power of Attorney by such Selling stockholderStockholder, the consummation by such Selling stockholder Stockholder of the transactions contemplated hereby and thereby and the compliance by such Selling stockholder Stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder Stockholder hereunder or any other property or assets of such Selling stockholder Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder Stockholder is a party or by which the Selling stockholder Stockholder is bound or to which any of the property or assets of the Selling stockholder Stockholder is subject, nor will such actions result in any violation of the provisions of its charter or by-laws (or analogous governing instruments, as applicable) of the Selling stockholder or the articles of partnership of the Selling stockholder), as applicableif any, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder Stockholder or any property or assets of the such Selling stockholderStockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement and the Power of Attorney by such Selling stockholderStockholder, and the consummation by such Selling stockholder Stockholder of the transactions contemplated herebyhereby and thereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder Stockholder has full right, power and authority to enter into this Agreement and the Custody Agreement; the execution, delivery and performance of this Agreement and the Custody Agreement by such Selling stockholderStockholder, the consummation by such Selling stockholder Stockholder of the transactions contemplated hereby and thereby and the compliance by such Selling stockholder Stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any material lien, encumbrance, security interest, claim or charge upon the Stock Securities to be sold by such Selling stockholder Stockholder hereunder or any other property or assets of such Selling stockholder Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder Stockholder is a party or by which the Selling stockholder Stockholder is bound or to which any of the property or assets of the such Selling stockholder Stockholder is subject, nor will such actions result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) of the Selling stockholder or ), the articles of partnership or the deed of the Selling stockholdertrust, as applicablethe case may be, of such Selling Stockholder or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder Stockholder or any property or assets of the such Selling stockholderStockholder; and, except for the registration of the Stock Securities under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws, or as may be required under laws of foreign jurisdictions, or the rules of NASDAQ or FINRA in connection with the purchase and distribution of the Stock Securities by the UnderwriterUnderwriters or except such as have been already been obtained, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement or the Custody Agreement by such Selling stockholderStockholder, and the consummation by such Selling stockholder Stockholder of the transactions contemplated herebyhereby and thereby.

Due Authorization; No Conflict; No Consent. Such The Selling stockholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by such the Selling stockholder, the consummation by such the Selling stockholder of the transactions contemplated hereby and thereby and the compliance by such the Selling stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such the Selling stockholder hereunder or any other property or assets of such the Selling stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such the Selling stockholder is a party or by which the Selling stockholder is bound or to which any of the property or assets of the Selling stockholder is subject, nor will such actions result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) of the Selling stockholder or the articles of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Selling stockholder or any property or assets of the Selling stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement by such the Selling stockholder, and the consummation by such the Selling stockholder of the transactions contemplated herebyhereby and thereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by such Selling stockholder, the consummation by such Selling stockholder of the transactions contemplated hereby and the compliance by such Selling stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) (a) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder hereunder or any other property or assets of such Selling stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder is a party or by which the Selling stockholder is bound or to which any of the property or assets of the Selling stockholder is subject, (b) nor will such actions result in any violation of the charter or provisions of the charter, by-laws laws, certificate of limited partnership or partnership agreement (or analogous governing instruments, as applicable) of the Selling stockholder or (c) result in the articles violation of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Selling stockholder or any property or assets of the Selling stockholder, except, with respect to clauses (a) and (c), such as will not, individually or in the aggregate, have a material adverse effect on each Selling stockholder’s ability to consummate the transactions contemplated herein; and, except for the registration of the Stock under the Securities Act and the Exchange Act, any consents or approvals needed under the rules and regulations of FINRA or the Exchange and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement by such Selling stockholder, and the consummation by such Selling stockholder of the transactions contemplated hereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement (including delivery of the Repurchase Shares) by such Selling stockholder, the consummation by such Selling stockholder of the transactions contemplated hereby and the compliance by such Selling stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) (a) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder hereunder or any other property or assets of such Selling stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder is a party or by which the Selling stockholder is bound or to which any of the property or assets of the Selling stockholder is subject, nor will such actions (b) result in any violation of the charter or provisions of the charter, by-laws laws, certificate of limited partnership or partnership agreement (or analogous governing instruments, as applicable) of the Selling stockholder or (c) result in the articles violation of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Selling stockholder or any property or assets of the Selling stockholder, except, with respect to clauses (a) and (c), such as will not, individually or in the aggregate, have a material adverse effect on each Selling stockholder’s ability to consummate the transactions contemplated herein; and, except for the registration of the Stock under the Securities Act and the Exchange Act, any consents or approvals needed under the rules and regulations of FINRA or the Exchange and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement (including delivery of the Repurchase Shares) by such Selling stockholder, and the consummation by such Selling stockholder of the transactions contemplated hereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling stockholderStockholder, the consummation by such Selling stockholder Stockholder of the transactions contemplated hereby and thereby and the compliance by such Selling stockholder Stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any material lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder Stockholder hereunder or any other property or assets of such Selling stockholder Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder Stockholder is a party or by which the Selling stockholder Stockholder is bound or to which any of the property or assets of the such Selling stockholder Stockholder is subject, nor will such actions result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) of the Selling stockholder or ), the articles of partnership or the deed of the Selling stockholdertrust, as applicablethe case may be, of such Selling Stockholder or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder Stockholder or any property or assets of the such Selling stockholderStockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws, or as may be required under laws of foreign jurisdictions, or the rules of Nasdaq or FINRA in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters or except such as have been already been obtained, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling stockholderStockholder, and the consummation by such Selling stockholder Stockholder of the transactions contemplated herebyhereby and thereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder Stockholder has full right, power and authority to enter into this AgreementAgreement and the Power of Attorney; the execution, delivery and performance of this Agreement and the Power of Attorney by such Selling stockholderStockholder, the consummation by such Selling stockholder Stockholder of the transactions contemplated hereby and thereby and the compliance by such Selling stockholder Stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock Selling Stockholders’ Option Securities to be sold by such Selling stockholder Stockholder hereunder or any other property or assets of such Selling stockholder Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder Stockholder is a party or by which the such Selling stockholder Stockholder is bound or to which any of the property or assets of the such Selling stockholder Stockholder is subject, nor will such actions result in any violation of the charter or by-laws (or analogous governing instruments, as applicable) deed of the trust of such Selling stockholder or the articles of partnership of the Selling stockholder, as applicable, Stockholder or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder Stockholder or any property or assets of the such Selling stockholderStockholder; and, except for the registration of the Stock Selling Stockholders’ Option Securities under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock Selling Stockholders’ Option Securities by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-non- governmental agency or body is required for the execution, delivery and performance of this Agreement and the Power of Attorney by such Selling stockholderStockholder, and the consummation by such Selling stockholder Stockholder of the transactions contemplated herebyhereby and thereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder Shareholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by such Selling stockholderAgreement, the consummation by such Selling stockholder Shareholder of the transactions contemplated hereby and the compliance by such Selling stockholder Shareholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock Securities to be sold by such Selling stockholder Shareholder hereunder or any other property or assets of such Selling stockholder Shareholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder Shareholder is a party or by which the such Selling stockholder Shareholder is bound or to which any of the property or assets of the such Selling stockholder Shareholder is subject, nor will such actions result in any violation of the charter or by-laws (or analogous governing instruments, as applicable) of the Selling stockholder or the articles of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder Shareholder or any property or assets of the such Selling stockholderShareholder; and, except for the registration of the Stock Securities under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities or blue sky laws in connection with the purchase and distribution of the Stock Securities by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement by such Selling stockholderShareholder, and the consummation by such Selling stockholder Shareholder of the transactions contemplated hereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by such Selling stockholder, the consummation by such Selling stockholder of the transactions contemplated hereby and thereby and the compliance by such Selling stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder hereunder or any other property or assets of such Selling stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder is a party or by which the Selling stockholder is bound or to which any of the property or assets of the Selling stockholder is subject, nor will such actions result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) ), the articles of partnership or the deed of trust of the Selling stockholder or the articles of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder or any property or assets of the Selling stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement by such Selling stockholder, and the consummation by such Selling stockholder of the transactions contemplated herebyhereby and thereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder has full right, power and authority to enter into this Agreement; the execution, delivery ​ ​ and performance of this Agreement by such Selling stockholder, the consummation by such Selling stockholder of the transactions contemplated hereby and thereby and the compliance by such Selling stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder hereunder or any other property or assets of such Selling stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder is a party or by which the Selling stockholder is bound or to which any of the property or assets of the Selling stockholder is subject, nor will such actions result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) ), the articles of partnership or the deed of trust of the Selling stockholder or the articles of partnership of the Selling stockholder, as applicable, or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the such Selling stockholder or any property or assets of the Selling stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement by such Selling stockholder, and the consummation by such Selling stockholder of the transactions contemplated herebyhereby and thereby.

Due Authorization; No Conflict; No Consent. Such Selling stockholder Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling stockholderStockholder, the consummation by such Selling stockholder Stockholder of the transactions contemplated hereby and thereby and the compliance by such Selling stockholder Stockholder with its obligations hereunder and thereunder have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder Stockholder hereunder or any other property or assets of such Selling stockholder Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling stockholder Stockholder is a party or by which the Selling stockholder Stockholder is bound or to which any of the property or assets of the Selling stockholder Stockholder is subject. If the Selling Stockholder is not a natural person, nor will such actions will not result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) of the Selling stockholder Stockholder, the operating agreement or the articles of partnership of similar agreement or arrangement pertaining to the Selling stockholderStockholder, as applicable, any trust agreement governing or otherwise pertaining the Selling Stockholder or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Selling stockholder Stockholder or any property or assets of the Selling stockholderStockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling stockholderStockholder, and the consummation by such Selling stockholder Stockholder of the transactions contemplated herebyhereby and thereby.