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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Alon Usa Energy Common Stick | NYSE:ALJ | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.32 | 0.00 | 01:00:00 |
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Delaware
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74-2966572
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number)
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12700 Park Central Drive, Suite 1600
Dallas, Texas 75251
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(Address, including zip code of Registrant’s principal executive offices)
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Alon USA Energy, Inc.
2016 Fair Market Value Stock Purchase Plan
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(Full title of the plan)
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Paul Eisman
President and Chief Executive Officer
Alon USA Energy, Inc.
12700 Park Central Drive, Suite 1600
Dallas, Texas 75251
(972) 367-3600
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(Name, address, including zip code, and telephone number,
including area code, of agent for service) |
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Copy to:
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James Ranspot
Senior Vice President, General Counsel and Secretary
Alon USA Energy, Inc.
12700 Park Central Drive, Suite 1600
Dallas, Texas 75251
(972) 367-3600
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Large accelerated filer
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Accelerated filer
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þ
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Non-accelerated filer
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(
Do not check if smaller reporting company)
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Smaller Reporting Company
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Title of securities
to be registered
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Amount to be
Registered (1)
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Proposed
maximum offering
price per share (2)
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Proposed
maximum aggregate
offering price (2)
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Amount of
registration fee
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Common Stock, par value $0.01 per share
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500,000
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$8.28
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$4,140,000
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$479.83
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(1)
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Represents shares of common stock, par value $0.01 per share (the “Common Stock”) of Alon USA Energy, Inc. (the “Registrant”) reserved for issuance under the Alon USA Energy, Inc. 2016 Fair Market Value Stock Purchase Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of Common Stock issuable with respect to the shares being registered hereunder by reason of any stock dividend, stock split, recapitalization or other similar transaction. No additional registration fee is included for these shares.
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(2)
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The proposed maximum aggregate offering price of the Common Stock was calculated based upon the market value for shares of the Common Stock in accordance with Rule 457(c) and (h) under the Securities Act using the average of the high and low sales prices per share reported on the New York Stock Exchange on November 11, 2016.
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(a)
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The Registrant’s Annual Report on Form 10-K for the year ending December 31, 2015, filed with the Commission on February 26, 2016.
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(b)
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The Registrant’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2016, filed with the Commission on May 9, 2016; June 30, 2016, filed with the Commission on August 2, 2016; and September 30, 2016, filed with the Commission on October 31, 2016.
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(c)
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The Registrant’s Current Reports on Form 8-K filed with the Commission on February 4, 2016; April 21, 2016; May 5, 2016 (excluding any information furnished pursuant to Item 2.02 and Item 9.01 of such Current Report on Form 8-K); June 3, 2016; July 19, 2016; and October 17, 2016.
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(d)
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registration document referred to in (a) above
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(e)
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The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on July 12, 2005.
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•
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for any breach of the director's duty of loyalty to us or our stockholders;
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•
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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•
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under section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; or
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•
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for any transaction for which the director derived an improper personal benefit.
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is required to indemnify its directors and officers to the fullest extent permitted by Delaware law, subject to very limited exceptions;
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•
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may indemnify other of its employees and agents to the fullest extent permitted by Delaware law, subject to very limited exceptions;
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is required to advance expenses (including without limitation, attorneys' fees), as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to very limited exceptions;
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may advance expenses, as incurred, to other of its employees and agents in connection with a legal proceeding; and
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•
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is not limited to the rights conferred in its certificate of incorporation.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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ALON USA ENERGY, INC.
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By:
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/s/ Paul Eisman
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Name: Paul Eisman
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Title: President and Chief Executive Officer
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Dated:
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November 17, 2016
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/s/ Paul Eisman
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Paul Eisman
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President and Chief Executive Officer
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(Principal Executive Officer)
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Dated:
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November 17, 2016
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/s/ Shai Even
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Shai Even
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Senior Vice President and Chief Financial Officer
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(Principal Financial and Principal Accounting Officer)
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Dated:
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November 17, 2016
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/s/ Ezra Uzi Yemin
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Ezra Uzi Yemin
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Chairman of the Board
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Dated:
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November 17, 2016
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/s/ Ilan Cohen
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Ilan Cohen
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Director
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Dated:
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November 17, 2016
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/s/ Assaf Ginzburg
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Assaf Ginzburg
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Director
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Dated:
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November 17, 2016
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/s/ Frederec Green
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Frederec Green
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Director
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Dated:
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November 17, 2016
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/s/ Ron W. Haddock
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Ron W. Haddock
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Director
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Dated:
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November 17, 2016
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/s/ William J. Kacal
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William J. Kacal
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Director
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Dated:
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November 17, 2016
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/s/ Zalman Segal
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Zalman Segal
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Director
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Dated:
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November 17, 2016
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/s/ Mark D. Smith
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Mark D. Smith
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Director
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Dated:
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November 17, 2016
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/s/ Avigal Soreq
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Avigal Soreq
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Director
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Dated:
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November 17, 2016
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/s/ Franklin R. Wheeler
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Franklin R. Wheeler
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Director
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Dated:
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November 17, 2016
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/s/ David Wiessman
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David Wiessman
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Director
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Exhibit No.
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Description of Exhibit
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4.1
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Second Amended and Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ending March 31, 2012, filed May, 9 2012).
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4.2
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Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed February 4).
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4.3
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Indenture related to the 3.00% Convertible Senior Notes due 2018, dated as of September 16, 2013, among Alon USA Energy, Inc. and U.S. Bank National Association, as trustee (including form of 3.00% Convertible Senior Note due 2018) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form
8-K, filed September 16, 2013).
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4.8*
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Alon USA Energy, Inc. 2016 Fair Market Value Stock Purchase Plan.
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5.1*
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Opinion of Vinson & Elkins LLP as to the legality of the securities being registered.
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23.1*
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Consent of KPMG LLP.
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23.3*
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Consent of Vinson & Elkins LLP (included in Exhibit 5.1).
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24.1*
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Power of Attorney (included as part of the signature pages to the Registration Statement).
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*
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Filed herewith.
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