(b) Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:
(i) Each Selling Shareholder that is not an individual is validly existing in good standing under the laws of its jurisdiction of formation and has the requisite power and authority to sell the Securities.
(ii) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement, the Power of Attorney (as defined in Section 2(d) hereof) and the Custody Agreement (as defined below), and for the sale and delivery of the Securities to be sold by such Selling Shareholder hereunder, have been obtained. Such Selling Shareholder has the necessary power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder.
(iii) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder, and is a valid and binding agreement of such Selling Shareholder, subject to equity.
(iv) The Custody Agreement between such Selling Shareholder and Continental Stock Transfer & Trust Company, as custodian (the Custodian), relating to the deposit of the Securities to be sold by such Selling Shareholder (the Custody Agreement), and the Power of Attorney appointing certain individuals as such Selling Shareholders attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the Power of Attorney), have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder, subject to equity.
(v) Neither the execution and delivery by such Selling Shareholder of, nor the performance by such Selling Shareholder of his, her or its obligations under, this Agreement, the Custody Agreement or the Power of Attorney will conflict with, contravene, result in a breach or violation of, or constitute a default under: (i) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority or court having jurisdiction over such Selling Shareholder, (ii) the articles or certificate of incorporation or bylaws (or charter and other organizational documents) of such Selling Shareholder, if applicable, or (iii) any contract, agreement, obligation, covenant or instrument to which such Selling Shareholder (or any of its assets) is subject or bound, except, in the case of the foregoing clauses (i) and (iii), for any such conflict, contravention, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to materially impact such Selling Shareholders ability to perform its obligations under this Agreement, the Custody Agreement or the Power of Attorney.
(vi) No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the Exchange), is required in connection with the performance by such Selling Shareholder of its obligations under this Agreement, the Custody Agreement or the Power of Attorney, other than (i) such as have been, or prior to the Closing Time will be, obtained or made, (ii) the registration of the Securities under the 1933 Act, which has been effected (or, with respect to any Rule 462 Registration Statement, will be effected in accordance with Rule 462(b) under the 1933 Act), (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Securities are being offered by such Selling Shareholder, (iv) such approvals as have been or, as of the Closing Time, will be obtained in connection with the listing of the Securities on the Exchange or (v) the approval by FINRA of the underwriting terms and arrangements.