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

Due Execution of Power of Attorney and Custody Agreement. Each such Selling Shareholder has duly executed and delivered a Power of Attorney and Custody Agreement; the Custodian is authorized by each such Selling Shareholder to deliver the International Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e) of this Agreement or that may be required pursuant to Sections 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers the International Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Each such Selling Shareholder has duly executed and delivered a Power of Attorney and Custody Agreement; the Custodian is authorized by each such Selling Shareholder to deliver the International U.S. Option Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e) of this Agreement or that may be required pursuant to Sections 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers U.S. Underwriters the International U.S. Option Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Each such Such Selling Shareholder has duly executed and delivered a delivered, in the form heretofore furnished to the Lead Manager, the Power of Attorney and Custody AgreementAgreement with the Company as attorney-in-fact (the "Attorney-in-Fact") and the Global Coordinator, as custodian (the "Custodian"); the Custodian is authorized by each such Selling Shareholder to deliver the International Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e5(l) of this Agreement or that may be required pursuant to Sections 5(mSection(s) or 5(n5(s) of this Agreement and 5(t) on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers the International Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters International Managers to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Each such Selling Shareholder has duly executed and delivered a delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement; Agreement with Mxxxxxx X. Xxxxxx, as attorney-in-fact (the “Attorney-in-Fact”), and the Bank, as custodian (the “Custodian”). The Custodian is authorized by each such Selling Shareholder to deliver the International Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each therefore. The Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e5(f) of this Agreement or that may be required pursuant to Sections 5(l) and 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers Underwriters the International Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Each such Selling Shareholder has duly executed and delivered a Power of Attorney and Custody Agreement; the Custodian is authorized by each such Selling Shareholder to deliver the International U.S. Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e) of this Agreement or that may be required pursuant to Sections 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers U.S. Underwriters the International U.S. Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Each such Such Selling Shareholder has duly executed and delivered a delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody AgreementAgreement with as attorney-in-fact (the "Attorney-in-Fact") and , as custodian (the Custodian); the Custodian is authorized by each such Selling Shareholder to deliver the International Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e5(f) of this Agreement or that may be required pursuant to Sections 5(l) and 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers Underwriters the International Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Each such Such Selling Shareholder has duly executed and delivered a delivered, in the form heretofore furnished to the Lead Managers, the Power of Attorney and the Custody Agreement; the Custodian custodian under such Custody Agreement is authorized by each such Selling Shareholder to deliver the International Securities to be sold by such Selling Shareholder hereunder and to accept payment therefortherefor on behalf of such Selling Shareholder; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and Agreement, the U.S. Purchase Agreement, the certificate referred to in Section 5(e5(g) of this Agreement or that may be required pursuant to Sections 5(mSection(s) or 5(n5(o)(ii) of this Agreement and 5(p) on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers the International Securities to be sold by such Selling Shareholder hereunder, to exercise on such Selling Shareholder's behalf the relevant Stock Options, as applicable, to determine the purchase price to be paid by the U.S. Underwriters International Managers to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the International Securities to be sold by such Selling Shareholder hereunderhereunder and under the U.S. Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this AgreementAgreement and the U.S. Purchase Agreement in accordance with the Power of Attorney of such Selling Shareholder.

Due Execution of Power of Attorney and Custody Agreement. Each such The Selling Shareholder has duly executed and delivered a delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody AgreementAgreement with as attorney-in-fact (the “Attorney-in-Fact”) and , as custodian (the “Custodian”); the Custodian is authorized by each such Selling Shareholder to deliver the International Securities to be sold by such the Selling Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e5(g) of this Agreement or that may be required pursuant to Sections 5(m) or Section 5(n) of this Agreement on behalf of such the Selling Shareholder, to sell, assign and transfer to the International Managers Underwriters the International Securities to be sold by such the Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such the Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Each such Such Selling Shareholder has duly executed and delivered a delivered, in the form heretofore furnished to the U.S. Representative, the Power of Attorney and Custody AgreementAgreement with the Company as attorney-in-fact (the "Attorney-in-Fact") and the Global Coordinator, as custodian (the "Custodian"); the Custodian is authorized by each such Selling Shareholder to deliver the International Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e5(l) of this Agreement or that may be required pursuant to Sections 5(mSection(s) or 5(n5(s) of this Agreement and 5(t) on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers U.S. Underwriters the International Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Each such Such Selling Shareholder has duly executed and delivered a delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and the Custody Agreement; the Custodian custodian under such Custody Agreement is authorized by each such Selling Shareholder to deliver the International U.S. Securities to be sold by such Selling Shareholder hereunder and to accept payment therefortherefor on behalf of such Selling Shareholder; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and Agreement, the International Purchase Agreement, the certificate referred to in Section 5(e5(g) of this Agreement or that may be required pursuant to Sections 5(mSection(s) or 5(n5(o)(ii) of this Agreement and 5(p) on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers U.S. Underwriters the International U.S. Securities to be sold by such Selling Shareholder hereunder, to exercise on such Selling Shareholder's behalf the relevant Stock Options, as applicable, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the U.S. Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.with

Due Execution of Power of Attorney and Custody Agreement. Each such Selling Shareholder has duly executed and delivered a Power of Attorney and Custody Agreement; the Custodian is authorized by each such Selling Shareholder to deliver the International Option Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e) of this Agreement or that may be required pursuant to Sections 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers the International Option Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.