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 such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to, any agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except for any such contravention, conflict, breach or Default as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). 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 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 under the Securities Act, Section 12(g) of the Exchange Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, or other organizational documents of such Selling Stockholder or any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except in each case for such contraventions, conflicts, breaches, or Defaults as would not, individually or in the aggregate, impair in any material respect such contravention, conflict, breach or Default as Selling Stockholder’s ability to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) perform its obligations hereunder and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters)thereunder. 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 such Selling Stockholder of the transactions contemplated in this Agreement, except (i) such as have been obtained or made and are in full force and effect may be required under the Securities Act, Section 12(g) of the Exchange Act, the rules and regulations of Nasdaq, applicable state or non-US jurisdiction securities or blue sky laws and from FINRA and (ii) such that, if not obtained or made, would not reasonably be expected to materially impair the NASDability of such Selling Stockholder to consummate the transactions contemplated by this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the 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 under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the Selling Stockholder or any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such the Selling Stockholder, except for any such contravention, conflict, breach or Default as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). 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 such the 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 the Selling Stockholder’s ability to perform its obligations under this Agreement, and (ii) such as have been obtained or made and are in full force and effect may be required under the Securities Act, Section 12(g) of the Exchange Act, applicable state securities or blue sky laws and from the NASDNasdaq and the FINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, trust agreement or other organizational documents of such Selling Stockholder or any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefitbound, any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except for any such contravention, conflict, breach or Default as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has consents that have been obtained by or other than such conflicts, breaches, or Defaults that, individually or in the Company prior aggregate, could not materially and adversely affect such Selling Stockholder's ability to consummate the date hereof (a copy of which has been delivered to counsel for the Underwriters)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 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 under the Securities Act, Section 12(g) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the 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 default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, or other organizational documents of the Selling Stockholder, to the extent applicable, or any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such the Selling Stockholder, except for any such contraventioncontraventions, conflictconflicts, breach breaches, defaults or Default as consents that have been duly waived or would not be reasonably expected to which adversely affect the Company has obtained prior consummation of the transactions contemplated by this Agreement or the ability of the Selling Stockholder to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters)perform its obligations 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 such the Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, Section 12(g) of the Exchange Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, Agreement and the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to, (i) the charter or by-laws, partnership agreement or other organizational documents of such Selling Stockholder, (ii) any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder; except in the case of clauses (ii), except for any such contravention, conflict, breach or Default as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwritersiii) and (iv) hereof, for such contraventions, conflicts, breaches, or Defaults as would not, individually or in the aggregate, impair in any material respect such consent as has been obtained by the Company prior Selling Stockholder’s ability to the date hereof (a copy of which has been delivered to counsel for the Underwriters)perform its obligations hereunder and thereunder. 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 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 may be required under the Securities Act, Section 12(g) of the Exchange Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder Stockholders of, and the performance by such each 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 default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, or other organizational documents of the applicable Selling Stockholder or any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except for any such contraventioncontraventions, conflictconflicts, breach breaches, defaults or Default as consents that have been duly waived or would not be reasonably expected to which adversely affect the Company has obtained prior consummation of the transactions contemplated by this Agreement or the ability of the Selling Stockholders to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters)perform their obligations 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 such the Selling Stockholder Stockholders of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, Section 12(g) of the Exchange Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Pricing Agreement, the Custody Agreement and the its Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to, any agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except for any such contravention, conflict, breach or Default as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). 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 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 under the Securities Act, Section 12(g) of the Exchange Act, Act or applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the its Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to, any agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except for any such contravention, conflict, breach or Default as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). 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 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 under the Securities Act, Section 12(g) of the Exchange Act, Act or applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder the Sellers of, and the performance by such Selling Stockholder the Sellers of its their obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene conflict with or conflict with, result in constitute a breach of, or constitute a Default default under, with or require without notice or the consent passage of time, any other party to, any agreement or instrument to which such Selling Stockholder any of the Sellers is a party or by which it is any of the Sellers are or may be bound or under which it is any of the Sellers are or may be entitled to any right or benefit, (ii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to such Selling Stockholder the Sellers of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over such Selling Stockholderany of the Sellers or their respective properties, except for in the case of clauses (i) and (ii) as would not individually or in the aggregate be reasonably expected to impair in any such contraventionmaterial respect the ability of the Sellers to consummate the transactions contemplated by this Agreement, conflict, breach or Default as to which (iii) will not result in the Company has obtained prior imposition or creation of any Lien upon or with respect to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters)Shares. 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 such Selling Stockholder any of the Sellers of the transactions contemplated in this Agreement, except such as (A) have been obtained or made in connection with the Sale and are in full force and effect and (B) will be obtained or made in connection with the underwritten offering contemplated in Section 5.2(a) hereof under the Securities Act, Section 12(g) of the Exchange Act, applicable state securities or blue sky laws and from FINRA and the NASDNasdaq Stock Market.

Non-Contravention; No Further Authorizations or Approvals Required. The execution execution, delivery and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder Shareholder of its obligations under, this Agreement, the Custody Agreement and consummation of the Power of Attorney transactions contemplated hereby will not contravene any provision of (i) any applicable statute, law, rule or conflict withregulation, result in a breach of(ii) the certificate of limited partnership, the limited partnership agreement, the certificate of formation or constitute a Default underlimited liability company agreement, or require the consent as applicable, of any other party tosuch Selling Shareholder, (iii) any agreement or other instrument to which binding upon such Selling Stockholder is a party Shareholder or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or (iv) any judgment, order, order or decree or regulation applicable to such Selling Stockholder of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over such Selling StockholderShareholder, except for except, in the case of clauses (i), (iii) and (iv), where any such contraventioncontravention would not reasonably be expected to have a material adverse effect on the ability of such Selling Shareholder to perform its obligations hereunder, conflict, breach or Default as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). No no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the consummation execution, delivery or performance by such Selling Stockholder Shareholder of this Agreement or consummation of the transactions contemplated in this Agreementhereby, except such as have been obtained may be required under applicable securities or made blue sky laws in connection with the offer and are in full force and effect under sale of the Securities Act, or filing pursuant to Section 12(g13(d) of the Exchange Act, applicable state securities or blue sky laws and from the NASD.