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 (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters; 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 foreign or states securities (or Blue Sky) laws or by FINRA or by the New York Stock Exchange (the “Exchange”) in connection with the purchase and distribution of the Shares by the Underwriters and (ii) 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, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; 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. (A) 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 obtained, except for (i) the registration of the Shares under the Securities Act and (iiy) such consentsas has been obtained or will be obtained prior to the Closing Date, approvals, authorizations, orders and registrations or qualifications (z) such as may be required under federal by the rules of the New York Stock Exchange, FINRA or the securities laws and applicable state securities and or Blue Sky laws of the various states in connection with the purchase offer and distribution sale of the Shares by the UnderwritersShares; and (B) 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; and (C) 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 Shareholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder Shareholder hereunder, have been obtained (except for (i) the registration of the Shares under the Securities Act of the Shares and (ii) such consents, approvals, authorizations, authorizations and orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and or Blue Sky laws in connection with or the purchase rules and distribution regulations of the Shares by the UnderwritersFINRA); and such Selling Stockholder Shareholder 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 Shareholder hereunder; this Agreement has each 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 state securities, blue sky or antifraud laws (collectively, the “State 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 or on behalf of 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) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; 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 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 (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the New York Stock Exchange or under federal securities laws and applicable state securities and Blue Sky or blue sky laws in connection with the purchase and distribution of the Shares by the UnderwritersUnderwriters or (ii) as would not reasonably be expected to impair, in any material aspect, the ability of the Selling Stockholder to fulfill its obligations under 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 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, except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA or the Exchange or under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has and the Custody Agreement have each 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, 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 and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA, the New York Stock Exchange in connection with the listing of the Stock and under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, or as would not impair in any material respect the ability of such Selling Stockholder to 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, 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, the consummation by the Selling Stockholder of the transactions contemplated herein and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained (except for (i) the registration of the Shares under the Securities Act of the Shares and (ii) such consents, approvals, authorizations, authorizations and orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and or Blue Sky laws in connection with laws, the purchase rules and distribution regulations of FINRA or the Shares by approval for listing on the UnderwritersExchange); 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; and 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) that the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications Selling Stockholders give no representation as to approvals that may be required under federal the Securities Act, state securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution rules of the Shares by the UnderwritersNational Association of Securities Dealers, Inc.; 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 consentsNo consent, approvalsapproval, authorizations and orders necessary authorization, order, registration or qualification of or with any court or governmental or regulatory body or agency is required 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 (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and orders, registrations or qualifications as have been obtained under the Securities Act or as may be required by the Exchange or under federal securities laws and applicable state securities and or Blue Sky laws in connection with the purchase and distribution of the such Shares by the Underwriters; 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; and this Agreement has been duly authorized, executed and delivered by such the Selling Stockholder.

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 state securities, blue sky or antifraud laws (collectively, the “State 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, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; 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 have each been duly authorized, executed and delivered by such the Selling Stockholder.

Required Consents; Authority. All Except (i) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Market in connection with the purchase and distribution of Shares by the Underwriters and (ii) as would not, individually or in the aggregate, reasonably be expected to impair such Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this AgreementAgreement 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 (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; 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 Except (i) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the NASDAQ Market in connection with the purchase and distribution of Shares by the Underwriters and (ii) as would not, individually or in the aggregate, reasonably be expected to impair such Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this AgreementAgreement 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 (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; 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 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 such consents, approvals authorizations and orders of the Shares as have been made under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal state or non-US securities laws and applicable state securities and or Blue Sky laws in connection with the purchase and distribution of the Shares by the UnderwritersUnderwriters and the approval of the underwriting terms and arrangements by FINRA; 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 or on behalf of such Selling Stockholder.

Required Consents; Authority. All Except (i) as may be required under foreign or states securities (or Blue Sky) laws or by FINRA or by the New York Stock Exchange (the “Exchange”) in connection with the purchase and distribution of the Shares by the Underwriters and (ii) 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, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; 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 of this Agreement, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained obtained, except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Nasdaq Stock Market LLC or under federal securities laws and applicable state securities and Blue Sky or blue sky laws in connection with the purchase and distribution of the Shares by the UnderwritersUnderwriters or (ii) as would not reasonably be expected to impair, in any material aspect, the ability of the Selling Stockholder to fulfill its obligations under 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; and this Agreement has been duly authorized, executed and delivered by such or on behalf of the Selling Stockholder.

Required Consents; Authority. All Except (i) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Market in connection with the purchase and distribution of Shares by the Underwriters and (ii) as would not, individually or in the aggregate, reasonably be expected to impair such Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this AgreementAgreement 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 (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; 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 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 and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, Shareholder hereunder have been obtained obtained, except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, authorizations and orders as (i) have been obtained and registrations made under the Securities Act or qualifications from FINRA and such as may be required under federal state securities laws and applicable state securities and Blue Sky laws or (ii) would not have an adverse effect in connection with any material respect on the purchase and distribution of the Shares by the UnderwritersSelling Shareholder’s ability to perform its obligations under this Agreement; and such the Selling Stockholder Shareholder 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 Shareholder hereunder; this Agreement has been duly authorized, executed and delivered by such the Selling StockholderShareholder.

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 Exchange Agreement, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained obtained, except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as have already been obtained or made or as may be required by FINRA, the Nasdaq Market or under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters; 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; and this Agreement has and the Exchange Agreement have been duly authorized, executed and delivered by such the Selling Stockholder.