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 for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this 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, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order which would not reasonably be expected, individually or expected to result in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this AgreementMaterial Adverse Effect (as defined below); 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 has have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtainedobtained other than such consents, approvals, authorizations, or orders as may have been obtained under the Securities Act or as may be required by the rules and regulations of FINRA, and except for such consents, approvals, authorizations and authorizations, or orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of such the Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. All Except for the registration under the Securities Act of the Shares, such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws or FINRA in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations or orders as would not adversely affect in any material respect the Selling Stockholder’s ability to perform its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such the Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such the Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, obtained except for (i) the registration of the Shares under the Securities Act, (ii) such consents, approvals, authorizations authorizations, orders and orders registrations or qualifications as may be required by FINRA and under applicable state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, (iii) consents that have been, or prior to the approval of the underwriting terms and arrangements by FINRAClosing Date will be, obtained, and except where the failure to obtain any such consent(iv) consents, approvalapprovals, authorization authorizations, or order orders as would not reasonably be expected, individually or impair in the aggregate, to have a any material adverse effect on respect the ability of such Selling Stockholder to consummate execute, deliver and perform the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained, except for (a) such consents, approvals, authorizations authorizations, orders and orders registrations and qualifications as may be required under applicable state and foreign securities or Blue Sky laws in connection with the purchase offer and distribution sale of the Shares by the Underwriters, the approval of the underwriting terms Underwriter and arrangements by FINRA, and except where (b) for those as to which the failure to obtain any such consent, approval, authorization or order would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability business, properties, management, financial position, stockholders’ equity or results of such operations of the Selling Stockholder or upon the Selling Stockholder’s ability to consummate the transactions contemplated by perform its obligations under this Agreement; and such the Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such the Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder or the Share Borrower of this Agreement hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder or the Share Borrower hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required by FINRA or under applicable state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder Stockholder’s or the Share Borrower’s ability to consummate the transactions contemplated by this Agreement; and such Selling Stockholder or Share Borrower has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder or the Share Borrower hereunder; this Agreement has been duly authorizedauthorized (with respect to each Selling Stockholder that is not a natural person), executed and delivered by such Selling StockholderStockholder or the Share Borrower.

Required Consents; Authority. All The registration under the Securities Act of the Shares, such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws or FINRA in connection with the purchase and distribution of the Shares by the Underwriter and such consents, approvals, authorizations or orders as would not adversely affect in any material respect such Selling Stockholder’s ability to perform its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder Shareholder of this Agreement agreement and for the sale and delivery of the Shares Securities to be sold by such the Selling Stockholder hereunder, Shareholder hereunder or the consummation of the transactions contemplated by this agreement have been obtained, except for such consents, approvals, authorizations and orders (i) as may be required under state securities or “Blue Sky Sky” laws in connection with the purchase transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Time and distribution of the Shares by the Underwriters(iii) for such consents, the approval of the underwriting terms and arrangements by FINRAapprovals, and except where the failure to obtain any such consent, approval, authorization authorizations or order orders as would not reasonably be expected, individually or in adversely affect the aggregate, Underwriters and as would not materially adversely affect the Selling Shareholder’s ability to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by perform its obligations under this Agreementagreement; and such the Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement agreement and to sellconsummate the transactions contemplated by this agreement, assign, transfer including the sale and deliver delivery of the Shares Securities to be sold by such the Selling Stockholder hereunderShareholder; this Agreement agreement has been duly authorized, authorized by the Selling Shareholder and has been executed and delivered by such the Selling StockholderShareholder.

Required Consents; Authority. All Except (i) for the registration of the Shares under the Securities Act, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Listing Venue in connection with the purchase and distribution of Shares by the Underwriters, and (iii) any filing or submission required in connection with the Reorganization Transactions and (iv) as would not, individually or in the aggregate, reasonably be expected to materially impact such Selling Shareholder’s ability to perform its obligations under this Agreement, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder Shareholder of this Agreement and for the sale and delivery transfer of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement and to sell, assign, assign and transfer and deliver the Shares to be sold by such Selling Stockholder Shareholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling StockholderShareholder.

Required Consents; Authority. All Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any federal or state securities, blue sky or antifraud laws (the “Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order which would not reasonably be expectednot, individually or in the aggregate, to have a material adverse effect on affect the ability of such the Selling Stockholder to consummate the transactions contemplated by this Agreementherein contemplated; and such the Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such the Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for (i) such consents, approvals, authorizations and orders authorizations, registrations or qualifications as may be maybe required under state securities or Blue Sky laws laws, the rules and regulations of FINRA or the Nasdaq Stock Market in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except (iii) where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. All Except (i) as may be required under the Act, the Exchange Act or the regulations thereunder or under the rules and regulations of FINRA or the New York Stock Exchange, (ii) as may be required under foreign or state securities or Blue Sky laws and (iii) for such consents, approvals, authorizations and orders as the failure to obtain or make of which would not individually or in the aggregate, reasonably be expected to materially impair the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement, all consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and for the sale and delivery of the Option Shares to be sold by such the Selling Stockholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such the Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Option Shares to be sold by such the Selling Stockholder hereunder; this Agreement has each been duly authorized, executed and delivered by such the Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder Shareholder of this Agreement Agreement, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of the Offered Shares to be sold by such the Selling Stockholder Shareholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such the Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement Agreement, to consummate the Purchase and Exchange Transactions and to sell, assign, transfer and deliver the Offered Shares to be sold by such the Selling Stockholder Shareholder hereunder; this Agreement has been duly authorized, executed and delivered by the Selling Shareholder, except (i) as may be required under states securities or “Blue Sky” laws in connection with the transactions contemplated here by, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling StockholderShareholder’s ability to perform its obligations hereunder or materially impair the validity or enforceability hereof.

Required Consents; Authority. All consents, approvals, authorizations and orders authorizations, orders, licenses, registration or qualification of or with any court or arbitrator or governmental or regulatory authority necessary for the execution execution, delivery and delivery performance by such the Selling Stockholder of this Agreement and Agreement, for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, hereunder and for the consummation of the transactions contemplated by this Agreement have been obtained, except for obtained other than such consents, approvals, authorizations and orders authorizations, orders, licenses, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where to which the failure to obtain any such consent, approval, authorization or order would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Stockholder’s ability of such Selling Stockholder to consummate the transactions contemplated by this Agreementexecute, deliver or perform its obligations hereunder; and such the Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement has been duly authorized, authorized and executed and delivered by such the Selling Stockholder.

Required Consents; Authority. All Except (i) as will have been obtained on or prior to the Applicable Time for the registration under the Securities Act of the Shares, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA in connection with the purchase and distribution of the Shares by the Underwriters and (iii) as would not impair in any material respect the ability of such Selling Stockholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; hereunder this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. All Except (i) as will have been obtained on or prior to the Applicable Time for the registration under the Securities Act of the Option Shares, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the NYSE in connection with the purchase and distribution of the Option Shares by the Underwriters and (iii) as would not impair in any material respect the ability of any such Selling Stockholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Option Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, the approval of the underwriting terms and arrangements by FINRA, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Option Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for obtained other than such consents, approvals, authorizations and authorizations, or orders as may have been obtained under the Act or as may be required by the rules and regulations of FINRA or under state securities or Blue Sky the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Shares by the UnderwritersUnderwriters except for such consents, the approval of the underwriting terms and arrangements by FINRAapprovals, and except where the failure to obtain any such consentauthorizations, approval, authorization or order orders as would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such or on behalf of the Selling Stockholder.