Common use of Non-Contravention; No Further Authorizations or Approvals Required Clause in Contracts

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including benefit, except any pledge such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of Offered Shares its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually Stockholder or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementproperties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement or other organizational documents of the such Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) bound, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for such consents that have been obtained or other than such conflicts, in the case of the foregoing clauses (ii) and (iii) as would notbreaches, or Defaults that, individually or in the aggregate, reasonably be expected to could not materially impact the and adversely affect such Selling Stockholder’s ability to perform its obligations under this Agreementconsummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations underunder this Agreement, this and in the case of the Selling Stockholders named in Schedule A-1 and Schedule A-3, the Custody Agreement and the Power of Attorney, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party toto (except for any such consent that has already been obtained), (i) the charter or by-laws, limited partnership liability company agreement or other organizational documents of the such Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, except in the case of the foregoing clauses (ii) and or (iii) ), as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementresult in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations underunder this Agreement, this the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent (except for such consents that have been obtained) of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) to any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for such conflicts, in breaches, or defaults that would not affect the case ability of the foregoing clauses (ii) and (iii) as would not, individually or in Selling Stockholder to consummate the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementtransactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, Stockholder (if such Selling Stockholder is not an individual) (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing with respect to clauses (ii) and (iii) ), as would not, individually or in the aggregate, reasonably be expected to materially impact adversely affect the ability of the Selling Stockholder’s ability Stockholder to perform its obligations under this Agreementhereunder (a “Selling Stockholder Material Adverse Effect”). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect and such as may be required under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement Agreement, (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited partnership agreement charter or by-laws or other organizational documents of the Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or benefit, and (iii) will not result in any provision violation of applicable law or any statute, law, rule, regulation, judgment, order, order or decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the Selling StockholderStockholder or its properties, except, in the case of the foregoing except with respect to clauses (ii) and (iii) only, for such Defaults and violations as would not, individually or in the aggregate, reasonably be expected to materially impact result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Selling Stockholder’s ability to perform Stockholder and its obligations under this Agreementsubsidiaries, considered as one entity. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually Stockholder or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementproperties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) bound, any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, exceptexcept to the extent that any such contravention, in the case of the foregoing clauses (ii) and (iii) as conflict, breach or default would not, individually not prevent or in the aggregate, reasonably be expected to materially impact delay the Selling Stockholder’s ability to perform its his obligations under hereunder and would not give rise to any security interest, mortgage, pledge, lien, encumbrance or other adverse claim with respect to the Underwritten Shares to be sold by the Selling Stockholder pursuant to this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, agency is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder Shareholder of, and the performance by the such Selling Stockholder Shareholder of its obligations under, this Agreement Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the certificate of incorporation, limited partnership agreement or limited liability company agreement or similar organization document, as the case may be, of the such Selling StockholderShareholder, (ii) any other agreement or instrument to which the such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling StockholderShareholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the have a material adverse effect on such Selling StockholderShareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except (A) such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been or will be made or obtained on or prior to the date of Closing Date or (B) as would not, individually or in the aggregate, have a material adverse effect on such Selling Shareholder’s ability to perform its obligations under this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party toto (except for any such consent that has already been obtained), (i) if such Selling Stockholder is not an individual, the limited articles or certificate of incorporation or organization or bylaws, partnership agreement, trust agreement, operating agreement or other organizational documents of the such Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, except in the case of the foregoing clauses (ii) and or (iii) above, as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementresult in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder Shareholder of, and the performance by the such Selling Stockholder Shareholder of its obligations under, this Agreement (i) will not contravene or conflict with, result in any violation of the provisions of the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Shareholder, (ii) will not conflict with or constitute a breach of, or constitute a default Default (orincluding any failure to obtain any required consent, with the giving of notice approval or lapse of time, would be in defaultwaiver) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) under any other agreement or instrument to which the such Selling Stockholder Shareholder is a party or by which it is bound or under to which it any of the property, rights or assets of such Selling Shareholder is entitled to any right or benefit including any pledge of Offered Shares or subject, (iii) will not result in any provision violation of any applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling StockholderShareholder, except, in the case of the foregoing clauses (ii) and (iii) as above, for any such violation, conflict, breach or Default that would not, individually or in the aggregate, reasonably be expected to materially impact impair in any material respect the ability of such Selling Stockholder’s ability Shareholder to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing withwith the South African Reserve Bank, the JSE or any court or other governmental authority or agency, agency is required for the consummation by the such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custodian Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership trust agreement or other organizational documents, if any, of the such Selling Stockholder, (ii) Stockholder or any other material agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any material judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus by such Selling Stockholder, except such as have been obtained or made by the Selling Stockholder of and are in full force and effect under the transactions contemplated in this Agreement, except Securities Act and such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreementlaws.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement and the Power of Attorney (if applicable) (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) to the limited partnership agreement or other organizational documents of the such Selling StockholderStockholder (if applicable), (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling StockholderStockholder or its properties, except, except in the case of the foregoing clauses (ii) and (iii) as for such conflicts, breaches, Defaults or violations that would not, individually or in not materially and adversely affect the aggregate, reasonably be expected to materially impact consummation by such Selling Stockholder of the Selling Stockholder’s ability to perform its obligations under transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement Agreement, the Power of Attorney and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited partnership agreement organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling StockholderStockholder or its properties, except, except in the case of the foregoing clauses (ii) and (iii) as ), for any such Default that would not, individually or in the aggregate, reasonably be expected to materially impact the have a material adverse effect on such Selling Stockholder’s Stockholder or its ability to perform its obligations under this Agreementconsummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement and the Power of Attorney (if applicable) (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) to the limited partnership agreement or other organizational documents of the such Selling StockholderStockholder (if applicable), (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling StockholderStockholder or its properties, except, except in the case of the foregoing clauses (ii) and (iii) as for such conflicts, breaches, Defaults or violations that would not, individually or in not materially and adversely affect the aggregate, reasonably be expected to materially impact consummation by such Selling Stockholder of the Selling Stockholder’s ability to perform its obligations under transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the or on behalf of such Selling Stockholder Shareholder of, and the performance by the such Selling Stockholder Shareholder of its obligations under, and the consummation of the transaction contemplated under this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, (ii) Shareholder or any other agreement or instrument to which the such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this AgreementShareholder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on NASD. (f) No Registration or Other Similar Rights. Such Selling Shareholder does not have, or has waived prior to the date of hereof (which waiver, if any, has not been rescinded and is in full force and effect on the date hereof) any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are described in the Prospectus under "Description of Capital Stock."

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement agreement, or other organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including benefit, except any pledge such conflict, breach or Default as would not adversely affect such Selling Stockholder's right and power to sell, transfer and deliver good and valid title free and clear of Offered all liens, encumbrances, equities and claims, all of the Shares or which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder, and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually Stockholder or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementproperties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained by the Company or made and are in full force and effect under the Securities Act; provided, applicable however, no representation is made as to any state securities or foreign security laws, the blue sky laws and from of any jurisdiction or the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually Stockholder or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementproperties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from FINRA, if applicable; provided that the FINRA operation of the transfer restrictions contained in the Company’s Certificate of Incorporation and such other approvals as have been obtained on or prior to described in the date Disclosure Package and the Prospectus shall not be deemed a violation of this Agreementrepresentation.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder Shareholder of, and the performance by the such Selling Stockholder Shareholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited partnership agreement charter or by-laws or other organizational documents of the such Selling StockholderShareholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling StockholderShareholder or its properties, except, except in the case of the foregoing clauses (ii) and (iii) as would not, not individually or in the aggregate, aggregate be reasonably be expected to materially impact impair in any material respect the ability of such Selling Stockholder’s ability Shareholder to perform its obligations under consummate the transactions contemplated by this Agreement, the Power of Attorney or the Custody Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement Agreement, and, with respect to the Management Selling Stockholder, the Notice, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the KKR Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement Agreement, and, with respect to each Management Selling Stockholder, the Notice, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the KKR Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, under this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (orDefault under the charter or by-laws, with the giving partnership agreement, trust agreement or other organizational documents of notice such Selling Stockholder or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except (i) where the failure to obtain any such consent, approval, authorization or other order or to register or file, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement, and (ii) such as may be required under the Securities Act, applicable state securities or blue sky laws and from Nasdaq and the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement charter or by-laws, or other organizational documents of the such Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or benefit, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii), (iii) and (iii) as iv), for any conflicts, breaches or defaults which would not, individually or in the aggregate, not reasonably be expected to materially impact the and adversely affect such Selling Stockholder’s ability to perform its consummate the sale of Shares by such Selling Stockholder to the Underwriters as contemplated hereby or to satisfy the other obligations under this Agreementof such Selling Stockholder hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.