Common use of Non-Contravention; No Further Authorizations or Approvals Required Clause in Contracts

Non-Contravention; No Further Authorizations or Approvals Required. The sale of the Securities to be sold by the Selling Shareholder hereunder and the compliance by the Selling Shareholder with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, or (ii) result in any violation of (1) the certificate of limited partnership, limited partnership agreement and/or other organizational document of the Selling Shareholder or (2) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or any of its subsidiaries or any property or assets of the Selling Shareholder, except in the case of clauses (i) and (ii)(2) for such conflicts, breaches or violations that would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement and the consummation by the Selling Shareholder of the transactions contemplated by this Agreement in connection with the Securities to be sold by the Selling Shareholder hereunder, except the approval by FINRA of the underwriting terms and arrangements, the approval for listing on the Exchange, such as may be required under applicable securities or blue sky laws in connection with the offer and sale of the Securities or filing pursuant to Section 13(d) of the Exchange Act.

Non-Contravention; No Further Authorizations or Approvals Required. The sale of the Securities ADSs to be sold by the such Selling Shareholder hereunder and hereunder, the compliance deposit of the Shares by the such Selling Shareholder with the Depositary against issuance of the ADRs evidencing the ADSs to be delivered by such Selling Shareholder at the First Closing Date and each applicable Option Closing Date (as defined in Section 2 hereof) and the execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement and the consummation Power of the transactions herein contemplated Attorney will not (i) contravene or conflict with or with, result in a breach or violation of any of the terms or provisions of, or constitute a default Default under, or require the consent of any statuteother party to, indenturethe charter or by-laws, mortgage, deed of trust, loan partnership agreement, lease trust agreement or other organizational documents of such Selling Shareholder or any other agreement or instrument to which the such Selling Shareholder is a party or by which the Selling Shareholder it is bound or under which it is entitled to which any right or benefit, any provision of the property or assets of the Selling Shareholder is subject, or (ii) result in any violation of (1) the certificate of limited partnership, limited partnership agreement and/or other organizational document of the Selling Shareholder or (2) any statute applicable law or any judgment, order, rule decree or regulation applicable to such Selling Shareholder of any court court, regulatory body, administrative agency, governmental body or governmental agency or body arbitrator having jurisdiction over the Selling Shareholder or any of its subsidiaries or any property or assets of the such Selling Shareholder, except in the case of clauses (i) and (ii)(2) for such conflicts, breaches or violations that would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”); and no . No consent, approval, authorizationauthorization or other order of, order, or registration or qualification of or with filing with, any such court or other governmental body authority or agency agency, is required for the performance by the Selling Shareholder of its obligations under this Agreement and the consummation by the such Selling Shareholder of the transactions contemplated in this Agreement, including, but not limited to, the deposit of the Shares being deposited by this Agreement in connection such Selling Shareholder with the Securities Depositary against issuance of the ADRs evidencing the ADSs to be delivered at the First Closing Date or each applicable Option Closing Date (as defined in Section 2 hereof), for the sale and delivery of the Shares and the ADSs to be sold by the such Selling Shareholder hereunderunder this Agreement and for the execution and delivery by such Selling Shareholder of this Agreement, the Power of Attorney and the Custody Agreement, and for the sale and delivery of the Shares to be sold by such Selling Shareholder under this Agreement, except the approval by FINRA of the underwriting terms and arrangements, the approval for listing on the Exchange, such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws in connection with the offer and sale of the Securities or filing pursuant to Section 13(d) of the Exchange Actfrom FINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The sale of the Securities to be sold execution and delivery by the such Selling Shareholder hereunder Stockholder of, and the compliance performance by such Selling Stockholder of its obligations under, this Agreement, the Selling Shareholder with this Custody Agreement (if any) and the consummation Power of the transactions herein contemplated Attorney (if any) will not (i) contravene or conflict with or with, result in a breach or violation of any of the terms or provisions of, or constitute a default Default under, or require the consent of any statuteother party to (i) the charter or by-laws, indenture, mortgage, deed of trust, loan partnership agreement, lease limited liability agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Shareholder Stockholder is a party or by which the Selling Shareholder it is bound or under which it is entitled to which any right or benefit, (iii) any provision of the property or assets of the Selling Shareholder is subject, applicable law or (iiiv) result in any violation of (1) the certificate of limited partnership, limited partnership agreement and/or other organizational document of the Selling Shareholder or (2) any statute or any judgment, order, rule decree or regulation applicable to such Selling Stockholder of any court court, regulatory body, administrative agency, governmental body or governmental agency or body arbitrator having jurisdiction over the such Selling Shareholder or any of its subsidiaries or any property or assets of the Selling Shareholder, Stockholder; except in the case of clauses (iii), (iii) and (ii)(2iv) for hereof, such contraventions, conflicts, breaches or violations that defaults as would not reasonably be expected to have a not, individually or in the aggregate, impair in any material adverse effect on the ability of respect the Selling Shareholder Stockholder’s ability to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”); and no consummate the transactions contemplated by this Agreement. No consent, approval, authorizationauthorization or other order of, order, or registration or qualification of or with filing with, any such court or other governmental body authority or agency agency, is required for the performance consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except (x) where the failure to obtain any such consent, approval, authorization or other order to register or file, as the case may be, would not, individually or in the aggregate, impair in any material respect the Selling Shareholder of its obligations under this Agreement and the consummation by the Selling Shareholder of Stockholder’s ability to consummate the transactions contemplated by this Agreement in connection with the Securities to be sold by the Selling Shareholder hereunder, except the approval by FINRA of the underwriting terms and arrangements, the approval for listing on the Exchange, or (y) such as may be required under the Securities Act, applicable state securities or blue sky laws in connection with and from the offer and sale of the Securities or filing pursuant to Section 13(d) of the Exchange ActFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The sale Neither the Company nor any of the Securities to be sold by the Selling Shareholder hereunder and the compliance by the Selling Shareholder with this Agreement and the consummation of the transactions herein contemplated will not its subsidiaries is (i) conflict with or result in a breach or violation of its memorandum and articles of association, charter, by-laws or similar organizational document, (ii) in default in the performance or observance of any of the terms obligation, agreement, covenant or provisions of, or constitute a default under, condition contained in any statutecontract, indenture, mortgage, deed of trust, loan loan, credit agreement, note, lease or other agreement or instrument to which the Selling Shareholder Company or any of its subsidiaries is a party or by which the Selling Shareholder is bound it or any of them may be bound, or to which any of the property properties or assets of the Selling Shareholder Company or any of its subsidiaries is subjectsubject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiii) result in any violation of (1) the certificate of limited partnershipany law, limited partnership agreement and/or other organizational document of the Selling Shareholder or (2) any statute or any statute, rule, regulation, judgment, order, rule writ or regulation decree of any court or arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Selling Shareholder Company or any of its subsidiaries or any property of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the issuance of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder (A) have been duly authorized by all necessary corporate action, (B) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Selling ShareholderCompany or any of its subsidiaries pursuant to, the Agreements and Instruments (except in the case of clauses (i) and (ii)(2) for such conflicts, breaches breaches, defaults or violations Repayment Events or liens, charges or encumbrances that would not reasonably be expected to have not, singly or in the aggregate, result in a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”); , and no consent(C) will not result in any violation of the provisions of the memorandum and articles of association, charter, by-laws or similar organizational document of the Company or any of its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. No filing with, or authorization, approval, authorizationconsent, license, order, registration registration, qualification or qualification of decree of, any Governmental Entity is necessary or with any such court or governmental body or agency is required for the performance by the Selling Shareholder Company of its obligations under this Agreement and hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation by the Selling Shareholder of the transactions contemplated by this Agreement in connection with the Securities to be sold by the Selling Shareholder hereunderAgreement, except the approval by FINRA of the underwriting terms and arrangements, the approval for listing on the Exchange, such as have been already obtained or as may be required under applicable securities or blue sky laws in connection with the offer and sale Securities Act, the rules of the Securities Nasdaq Stock Market LLC, state securities laws, the laws of Ireland or filing pursuant to Section 13(d) the rules of the Exchange ActFinancial Industry Regulatory Authority, Inc. (“FINRA”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. With the exception of a standard letter from the Irish Revenue Commissioners confirming the Company’s understanding of the Irish stamp duty treatment of certain dealings in its shares dated 20 June 2017, and the related letter from the Irish Revenue Commissioners dated 20 June 2017 confirming the Revenue Commissioners agreement to enter into a composition agreement for the purposes of Section 5 of the Stamp Duties Consolidation ▇▇▇ ▇▇▇▇ of Ireland, neither the Company nor any of its subsidiaries has received a material confirmation (or material tax ruling) concerning the tax treatment of a transaction to which the Company or any of its subsidiaries is party to from any European tax authority.

Non-Contravention; No Further Authorizations or Approvals Required. The Pursuant to a power of attorney (the “Power of Attorney”) and agreement to sell (the “Agreement to Sell”) granted by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Other Selling Stockholder”), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall act as representative thereof (the “Selling Stockholder Representative”). As Selling Stockholder Representative, he is authorized, on behalf of the Other Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Securities Shares to be sold hereunder by the Other Selling Stockholder, to make delivery of the certificates or book-entry security entitlements of such Shares, as applicable, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by the Other Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to the Other Selling Stockholder, to receive notices on behalf of the Other Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. The execution and delivery by the Selling Stockholder Representative of this Agreement and the execution and delivery of the Power of Attorney and the Agreement to Sell by the Other Selling Stockholder, the sale of the Shares to be sold by the such Selling Shareholder Stockholder hereunder and the compliance by the Selling Shareholder Stockholder with this Agreement, the Power of Attorney and the Agreement to Sell (as applicable) and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder Stockholder is a party or by which the Selling Shareholder Stockholder is bound or to which any of the property or assets of the Selling Shareholder Stockholder is subject, except where such breach, violation or (ii) result default as would not impair in any violation of (1) material respects the certificate of limited partnership, limited partnership agreement and/or other organizational document consummation of the Selling Shareholder Stockholder’s obligations under this Agreement, or (2) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or any of its subsidiaries Stockholder or any property or assets of the Selling Shareholder, except in the case of clauses (i) and (ii)(2) for such conflicts, breaches or violations that would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”)Stockholder; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by the Selling Shareholder Stockholder of its obligations under this Agreement and the consummation by the Selling Shareholder Stockholder of the transactions contemplated by this Agreement in connection with the Securities Shares to be sold by the Selling Shareholder Stockholder hereunder, except the registration under the Act of the Shares, the approval by FINRA of the underwriting terms and arrangementsarrangements and such consents, the approval for listing on the Exchangeapprovals, such authorizations, orders, registrations or qualifications as may be required under applicable state securities or blue sky Blue Sky laws in connection with the offer purchase and sale distribution of the Securities Shares by the Underwriters and where the failure to obtain such consent, approval, authorization or order or to make such filing pursuant or registration would not reasonably be expected to Section 13(d(1) have a Material Adverse Effect or (2) materially and adversely affect the ability of the Exchange ActSelling Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the General Disclosure Package and the Prospectus.

Non-Contravention; No Further Authorizations or Approvals Required. The sale of the Securities Shares to be sold by the such Selling Shareholder Stockholder hereunder and the compliance by the Selling Shareholder Stockholder with this Agreement and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder Stockholder is a party or by which the Selling Shareholder Stockholder is bound or to which any of the property or assets of the Selling Shareholder Stockholder is subject, except where such breach, violation or (ii) result default as would not impair in any violation of (1) material respects the certificate of limited partnership, limited partnership agreement and/or other organizational document consummation of the Selling Shareholder Stockholder’s obligations under this Agreement, or (2) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or any of its subsidiaries Stockholder or any property or assets of the Selling Shareholder, except in the case of clauses (i) and (ii)(2) for such conflicts, breaches or violations that would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”)Stockholder; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by the Selling Shareholder Stockholder of its obligations under this Agreement and the consummation by the Selling Shareholder Stockholder of the transactions contemplated by this Agreement in connection with the Securities Shares to be sold by the Selling Shareholder Stockholder hereunder, except the registration under the Act of the Shares, the approval by FINRA of the underwriting terms and arrangementsarrangements and such consents, the approval for listing on the Exchangeapprovals, such authorizations, orders, registrations or qualifications as may be required under applicable state securities or blue sky Blue Sky laws in connection with the offer purchase and sale distribution of the Securities Shares by the Underwriters and where the failure to obtain such consent, approval, authorization or order or to make such filing pursuant or registration would not reasonably be expected to Section 13(d(1) have a Material Adverse Effect or (2) materially and adversely affect the ability of the Exchange ActSelling Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the Applicable Time Disclosure Package and the Prospectus.

Non-Contravention; No Further Authorizations or Approvals Required. The sale of execution and delivery of, and the Securities to be sold performance by the such Selling Shareholder hereunder and of its obligations under this Agreement, the compliance by the Selling Shareholder with this Custody Agreement and the Power of Attorney and the consummation by such Selling Shareholder of the transactions herein contemplated will not hereby and thereby, (i) have been duly authorized by or on behalf of such Selling Shareholder and, except in the case of Selling Shareholders who are natural persons, will not result in any violation of the provisions of the charter or by-laws, partnership agreement or operating agreement or similar organizational document of such Selling Shareholder, (ii) will not conflict with or result in constitute a breach or violation of any of the terms or provisions of, or constitute a default Default under, or require the consent of any statuteother party to (except for those consents which have been validly obtained or waived prior to the date hereof), indenture, mortgage, deed of trust, loan agreement, lease or other any agreement or instrument to which the such Selling Shareholder is a party or by which the Selling Shareholder it is bound or under which it is entitled to which any right or benefit, except as would not prevent the consummation by such Selling Shareholder of the property or assets of the Selling Shareholder is subjecttransactions contemplated hereby, or and (iiiii) will not result in any violation of any law (1) the certificate of limited partnershipprovided no representation is made with respect to compliance with federal, limited partnership agreement and/or state, or other organizational document of the Selling Shareholder applicable securities or (2) any statute antifraud laws), administrative regulation or any judgment, order, rule administrative order or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or any of its subsidiaries or any property or assets of the decree applicable to such Selling Shareholder, except except, in the case of clauses (iii) and (ii)(2) iii), for any such conflictsconflict, breaches breach, Default, failure to obtain such consent or violations that violation as would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement and prevent the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for such Selling Shareholder’s execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the consummation by this Agreement in connection with the Securities to be sold by the such Selling Shareholder hereunderof the transactions contemplated hereby and thereby, except the approval by FINRA of the underwriting terms and arrangements, the approval for listing on the Exchange, such as may be required under the Securities Act, applicable state securities or blue sky laws in connection with and from the offer and sale of the Securities or filing pursuant to Section 13(d) of the Exchange ActFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The sale execution and delivery by such Selling Stockholder of the Securities to be sold by the Selling Shareholder hereunder and the compliance by the Selling Shareholder with this Agreement Agreement, and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder Stockholder is a party or by which the Selling Shareholder Stockholder is bound or to which any of the property or assets of the Selling Shareholder Stockholder is subject, except where such breach, violation or (ii) result default as would not impair in any violation of (1) material respects the certificate of limited partnership, limited partnership agreement and/or other organizational document consummation of the Selling Shareholder Stockholder’s obligations under this Agreement, or (2) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or any of its subsidiaries Stockholder or any property or assets of the Selling Shareholder, except in the case of clauses (i) and (ii)(2) for such conflicts, breaches or violations that would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”)Stockholder; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by the Selling Shareholder Stockholder of its obligations under this Agreement and the consummation by the Selling Shareholder Stockholder of the transactions contemplated by this Agreement in connection with the Securities Shares to be sold by the Selling Shareholder Stockholder hereunder, except the registration under the Securities Act of the Shares, the approval by FINRA of the underwriting terms and arrangementsarrangements and such consents, the approval for listing on the Exchangeapprovals, such authorizations, orders, registrations or qualifications as may be required under applicable state securities or blue sky Blue Sky laws in connection with the offer purchase and sale distribution of the Securities Shares by the Underwriters and where the failure to obtain such consent, approval, authorization or order or to make such filing pursuant or registration would not reasonably be expected to Section 13(d(1) have a Material Adverse Effect or (2) materially and adversely affect the ability of the Exchange ActSelling Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the General Disclosure Package and the Prospectus.

Non-Contravention; No Further Authorizations or Approvals Required. The sale Neither the Company nor any of the Securities to be sold by the Selling Shareholder hereunder and the compliance by the Selling Shareholder with this Agreement and the consummation of the transactions herein contemplated will not its subsidiaries is (i) conflict with or result in a breach or violation of its memorandum and articles of association, charter, by-laws or similar organizational document, (ii) in default in the performance or observance of any of the terms obligation, agreement, covenant or provisions of, or constitute a default under, condition contained in any statutecontract, indenture, mortgage, deed of trust, loan loan, credit agreement, note, lease or other agreement or instrument to which the Selling Shareholder Company or any of its subsidiaries is a party or by which the Selling Shareholder is bound it or any of them may be bound, or to which any of the property properties or assets of the Selling Shareholder Company or any of its subsidiaries is subjectsubject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiii) result in any violation of (1) the certificate of limited partnershipany law, limited partnership agreement and/or other organizational document of the Selling Shareholder or (2) any statute or any statute, rule, regulation, judgment, order, rule writ or regulation decree of any court or arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Selling Shareholder Company or any of its subsidiaries or any property of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the issuance of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder (A) have been duly authorized by all necessary corporate action, (B) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Selling ShareholderCompany or any of its subsidiaries pursuant to, the Agreements and Instruments (except in the case of clauses (i) and (ii)(2) for such conflicts, breaches breaches, defaults or violations Repayment Events or liens, charges or encumbrances that would not reasonably be expected to have not, singly or in the aggregate, result in a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder (a “Selling Shareholder Material Adverse Effect”); , and no consent(C) will not result in any violation of the provisions of the memorandum and articles of association, charter, by-laws or similar organizational document of the Company or any of its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. No filing with, or authorization, approval, authorizationconsent, license, order, registration registration, qualification or qualification of decree of, any Governmental Entity is necessary or with any such court or governmental body or agency is required for the performance by the Selling Shareholder Company of its obligations under this Agreement and hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation by the Selling Shareholder of the transactions contemplated by this Agreement in connection with the Securities to be sold by the Selling Shareholder hereunderAgreement, except the approval by FINRA of the underwriting terms and arrangements, the approval for listing on the Exchange, such as have been already obtained or as may be required under applicable securities or blue sky laws in connection with the offer and sale Securities Act, the rules of the Securities Nasdaq Stock Market LLC, state securities laws, the laws of Ireland or filing pursuant to Section 13(d) the rules of the Exchange ActFinancial Industry Regulatory Authority, Inc. (“FINRA”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. With the exception of a standard letter from the Irish Revenue Commissioners confirming the Company’s understanding of the Irish stamp duty treatment of certain dealings in its shares dated ​ 20 June 2017, and the related letter from the Irish Revenue Commissioners dated 20 June 2017 confirming the Revenue Commissioners agreement to enter into a composition agreement for the purposes of Section 5 of the Stamp Duties Consolidation ▇▇▇ ▇▇▇▇ of Ireland, neither the Company nor any of its subsidiaries has received a material confirmation (or material tax ruling) concerning the tax treatment of a transaction to which the Company or any of its subsidiaries is party to from any European tax authority.