Common use of Required Consents; Authority Clause in Contracts

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 29 contracts

Samples: Super Micro Computer, Inc., www.sec.gov, Underwriting Agreement (Truck Hero, Inc.)

AutoNDA by SimpleDocs

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedobtained (except for registration under the Securities Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states); and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 5 contracts

Samples: Q2 Holdings, Inc., Letter Agreement (Q2 Holdings, Inc.), Q2 Holdings, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Appears in 4 contracts

Samples: Underwriting Agreement (Nymex Holdings Inc), Haynes International Inc, Haynes International Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Chase Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Chase Stockholder hereunder, have been obtained; and such Selling Chase Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Chase Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Chase Stockholder.

Appears in 4 contracts

Samples: Concho Resources (Concho Resources Inc), Underwriting Agreement (Concho Resources Inc), Underwriting Agreement (Concho Resources Inc)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Non-Chase Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Non-Chase Stockholder hereunder, have been obtained; and such Selling Non-Chase Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Non-Chase Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Non-Chase Stockholder.

Appears in 4 contracts

Samples: Underwriting Agreement (Concho Resources Inc), Concho Resources (Concho Resources Inc), Underwriting Agreement (Concho Resources Inc)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and and, if applicable, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this AgreementAgreement and, if applicable, the Power of Attorney and the Custody Agreement Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, and if applicable, the Power of Attorney and the Custody Agreement have each Agreement, has been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 4 contracts

Samples: Fleetcor Technologies Inc, Fleetcor Technologies Inc, Fleetcor Technologies Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Irrevocable Power of Attorney and Custody Agreement (the “Power of Attorney”) Attorney and the Custody Agreement (the “Custody Agreement”) hereinafter herein referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, Agreement and the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 3 contracts

Samples: Underwriting Agreement (Polypore International, Inc.), Underwriting Agreement (Polypore International, Inc.), Polypore International, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”as defined below) hereinafter referred to, and for the sale and delivery of the Shares Securities to be sold by such Selling Stockholder Shareholder hereunder, have been obtained, except for such consents, approvals authorizations and orders with respect to the Securities as have been made under the 1933 Act or may be required under state or non-US securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters and the approval of the underwriting terms and arrangements by FINRA; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares Securities to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each has been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder.

Appears in 3 contracts

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Custody Agreement") hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 3 contracts

Samples: Epocrates Inc, Lowrance Electronics Inc, Blackbaud Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Appears in 3 contracts

Samples: Underwriting Agreement (Volcano CORP), Underwriting Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.), Animal Health International, Inc.

Required Consents; Authority. All If such Selling Shareholder is not a natural person, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Irrevocable Power of Attorney and Custody Agreement (the “Power of Attorney”) Attorney and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, Agreement and the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; and this Agreement, Agreement and the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling StockholderShareholder.

Appears in 3 contracts

Samples: Underwriting Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedobtained (except for the registration of the Shares under the Securities Act, and the approval of the Exchange); and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement Agreement, have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 2 contracts

Samples: Boot Barn Holdings, Inc., Boot Barn Holdings, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney and Custody Agreement (the “Power of Attorney”) Attorney and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, Agreement and the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 2 contracts

Samples: ReachLocal Inc, ReachLocal Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney Agreement and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney Agreement and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 2 contracts

Samples: Spark Therapeutics, Inc., Spark Therapeutics, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Custody Agreement") hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 2 contracts

Samples: Underwriting Agreement (Accuray Inc), Omneon Video Networks, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 2 contracts

Samples: Underwriting Agreement (Nevro Corp), Underwriting Agreement (Qualys, Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each has been duly authorized, executed and delivered by such the Selling Stockholder.

Appears in 2 contracts

Samples: Underwriting Agreement (Approach Resources Inc), Approach Resources Inc

Required Consents; Authority. All No consents, approvals, authorizations and orders are necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedother than the registration of the Shares under the Securities Act and such consents, approvals, authorizations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and sale of the Shares by the Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, Agreement and the Power of Attorney and the Custody Agreement have each been duly authorizedauthorized (if applicable), executed and delivered by or on behalf of such Selling Stockholder.

Appears in 2 contracts

Samples: Vitamin Shoppe, Inc., Vitamin Shoppe, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling StockholderShareholder.

Appears in 2 contracts

Samples: BBB Foods Inc, Underwriting Agreement (Voltaire Ltd.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Power power of Attorney attorney (the “Power of Attorney”) and the Custody Agreement custody agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares Offered ADSs to be sold by such Selling Stockholder Shareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares Offered ADSs to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling StockholderShareholder.

Appears in 2 contracts

Samples: Underwriting Agreement (Acquity Group LTD), ShangPharma Corp

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Selling Stockholder Shares and any Selling Stockholder Option Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and, as of the Closing Date, will have full right, power and authority to sell, assign, transfer and deliver the Selling Stockholder Shares and any Selling Stockholder Option Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 2 contracts

Samples: Lehman (GTCR Fund Vii Lp), TNS Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney Agreement and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement, the Power of Attorney Agreement and the Custody Agreement have each been duly authorized, executed and delivered by such the Selling Stockholder.

Appears in 2 contracts

Samples: Axon Enterprise, Inc., Smith Micro Software Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Custody Agreement”) hereinafter referred to"), and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Obagi Medical Products, Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; obtained (other than as may be required under any United States federal or state securities, foreign securities laws or antifraud laws (collectively, the “Securities Laws”), and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: TeleNav, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such the Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Sportradar Group AG)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and corporate authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Fox Factory Holding Corp

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedobtained (other than as may be required under any United States federal, state or foreign securities laws (collectively, the “Securities Laws”)); and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Vocera Communications, Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to), and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Premier, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such the Selling Stockholder.

Appears in 1 contract

Samples: Exco Resources Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling StockholderShareholder.

Appears in 1 contract

Samples: Underwriting Agreement (Stec, Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized (to the extent required to be authorized), executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Mercadolibre Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Irrevocable Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Custody Agreement") hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Appears in 1 contract

Samples: Virtusa Corp

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full the legal right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Omnivision Technologies Inc)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to), and for the sale and delivery of the Shares Option ADSs to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares Option ADSs to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: BioNTech SE

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Irrevocable Power of Attorney (the "Power of Attorney") and the Stock Custody Agreement (the "Custody Agreement") hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Unifirst Corp

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to), and for the sale and delivery of the Underwritten Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Underwritten Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Premier, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and corporate authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder and is the valid and binding agreement of such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Fox Factory Holding Corp)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to), and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Obagi Medical Products, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Selling Stockholder Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and, as of the Closing Date, will have full right, power and authority to sell, assign, transfer and deliver the Selling Stockholder Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (GTCR Fund Vii Lp)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement [and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to], and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; each of this Agreement, the Power of Attorney and the Custody Agreement have each has been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Hornbeck Offshore Services Inc /La)

AutoNDA by SimpleDocs

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Designated Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) hereinafter referred to and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Designated Selling Stockholder hereunder, have been obtained; and such Designated Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Designated Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Designated Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Home Diagnostics Inc)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”as defined below) and the Custody Agreement (the “Custody Agreement”) hereinafter referred toas defined below), and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Appears in 1 contract

Samples: Penson Worldwide Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Custody Agreement") hereinafter referred toof such Selling Stockholder, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Serologicals Corp

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such the Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Model N, Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares ADSs to be sold by such Selling Stockholder Shareholder hereunder, and for the deposit of the Shares being deposited by such Selling Shareholder with the Depositary against issuance of ADRs evidencing the ADSs to be delivered at the Closing Date have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares ADSs to be sold by such Selling Stockholder hereunderShareholder hereunder and to deposit the Shares being deposited by such Selling Shareholder with the Depositary against issuance of the ADRs evidencing the ADSs to be delivered at the Closing Date; this Agreement, the Power of Attorney and the Custody Agreement have each has been duly authorized, executed and delivered by such Selling StockholderShareholder.

Appears in 1 contract

Samples: Trony Solar Holdings Co LTD

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Custody Agreement and the Power of Attorney (the "Custody Agreement and Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Custody Agreement and Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney Agreement and the Custody Agreement and Power of Attorney have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Oklahoma Publishing Co Voting Trust)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, except for such consents, approvals, authorizations and orders as would not reasonably be expected to impair in any material respect the Power consummation of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling StockholderShareholders’ obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Third Point Reinsurance Ltd.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Irrevocable Power of Attorney (the “Power of Attorney”) and the Stock Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling StockholderShareholder.

Appears in 1 contract

Samples: Underwriting Agreement (Novocure LTD)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for the registration under the Act of the Shares and such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Insulet Corp

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedobtained (other than as may be required under any United States federal, state or foreign securities laws); and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Vocera Communications, Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to), and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Monotype Imaging Holdings Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, to and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such or on behalf of the Selling Stockholder.

Appears in 1 contract

Samples: First Mercury Financial Corp

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Custody Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”"CUSTODY AGREEMENT AND POWER OF ATTORNEY") hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Custody Agreement and Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney Agreement and the Custody Agreement and Power of Attorney have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Gaylord Entertainment Co /De)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares Securities to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares Securities to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Tpi Composites, Inc)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares Offered Securities to be sold by such Selling Stockholder Shareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares Offered Securities to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling StockholderShareholder.

Appears in 1 contract

Samples: Kingsoft Cloud Holdings LTD

Required Consents; Authority. All consents, approvals, authorizations and authorizations, orders registrations or qualifications of or with any court or governmental agency or body necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and the a Custody Agreement and Power of Attorney (the a Custody Agreement and Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, the its Custody Agreement and Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement, the Agreement and its Custody Agreement and Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling StockholderShareholder.

Appears in 1 contract

Samples: Underwriting Agreement (Homebanc Corp)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Custody Agreement") hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such the Selling Stockholder.

Appears in 1 contract

Samples: Union Drilling Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder; and this Agreement has been duly authorized by such Selling Stockholder and duly executed and delivered on behalf of such Selling Stockholder.

Appears in 1 contract

Samples: Clovis Oncology, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and Agreement, the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) , as applicable, hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; obtained and such Selling Stockholder has full right, power and authority to enter into this Agreement, and, as applicable, the Power of Attorney and the Custody Agreement Agreement, as applicable, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement Agreement, as applicable, have each been duly authorizedauthorized (in the case of Selling Stockholders that are not natural persons), executed and delivered by such the Selling Stockholder.

Appears in 1 contract

Samples: Ollie's Bargain Outlet Holdings, Inc.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Custody Agreement") hereinafter referred to, and for the sale and delivery of the Option Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Option Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: TNS Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedobtained (except for the registration of the Shares under the Securities Act, and the approval of the Exchange and FINRA); and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement Agreement, have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Boot Barn Holdings, Inc.)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; and this Agreement, Agreement and the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such the Selling Stockholder and are valid and binding agreements of the Selling Stockholder, assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto.

Appears in 1 contract

Samples: TPG Partners, LLC

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the "Power of Attorney") and the Custody Agreement (the "Custody Agreement") hereinafter referred to, and for the sale and delivery of the Selling Stockholder Shares and any Selling Stockholder Option Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and, as of the Closing Date, will have full right, power and authority to sell, assign, transfer and deliver the Selling Stockholder Shares and any Selling Stockholder Option Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: TNS Inc

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Underwritten Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Underwritten Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Insulet Corp)

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement (as incorporated into the Underwriting Agreement) and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the BAS Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Nymex Holdings Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!