Common use of Governmental Approvals Clause in Contracts

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.

Governmental Approvals. No authorizationorder, consent, approval, license, exemption of authorization, or filing validation of, or filing, recording or registration with with, or exemption by, any court governmental or governmental departmentpublic body or authority, commission, board, bureau, agency or instrumentality, domestic or foreignany subdivision thereof, is or will be necessary forrequired to authorize, or is required in connection withwith the execution, delivery and performance of any Loan Document or the execution and delivery by the Company consummation of this Agreement, for the offer, issue, sale, execution or delivery any of the Shares, transactions contemplated thereby other than those that have already been duly made or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsobtained and remain in full force and effect.

Governmental Approvals. No authorizationorder, consent, approval, license, exemption of authorization, or filing validation of, or filing, recording or registration with with, or exemption by, any court governmental or governmental departmentpublic body or authority, commission, board, bureau, agency or instrumentality, domestic or foreignany subdivision thereof, is or will be necessary forrequired for the due execution, or in connection with, the execution delivery and delivery by the Company performance of this Agreement, for Agreement or the offer, issue, sale, execution Notes or delivery the consummation of any of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawstransactions contemplated thereby.

Governmental Approvals. No authorizationorder, consent, approval, ---------------------- license, exemption of authorization, or filing validation of, or filing, recording or registration with with, or exemption by, any court governmental or governmental departmentpublic body or authority, commission, board, bureau, agency or instrumentality, domestic or foreignany subdivision thereof, is or will be necessary forrequired to authorize, or is required in connection withwith the execution, delivery and performance of any Loan Document or the execution and delivery by the Company consummation of this Agreement, for the offer, issue, sale, execution or delivery any of the Shares, transactions contemplated thereby other than those that have already been duly made or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsobtained and remain in full force and effect.

Governmental Approvals. No authorization, consent, approval, license, exemption consent or approval or other order or action of or filing or registration with any court or governmental departmentcourt, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary foradministrative agency, or in connection with, other governmental or regulatory body or authority is required for the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution Agreement or delivery Company’s consummation of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsMerger Transactions to which it is a party.

Governmental Approvals. No authorization, consent, approvalapproval or authorization of, license, exemption of or filing notification to or registration with with, any court governmental authority, either federal, state or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignlocal, is or will be necessary for, or required in connection withwith the execution, the execution delivery and delivery performance of this Agreement by the Company of this Agreement, for Selling Shareholders or the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsCompany.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany or any Subsidiary of, or for the performance by the Company it of its obligations under under, this Agreement, the Transaction Documents Notes or the Security Documents, except for any filings required by applicable securities lawsin connection with the grant of the security interests pursuant to the Security Documents .

Governmental Approvals. No authorization, consent, approval, license, exemption approval or authorization of or designation, declaration or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, authority on the part of the Company is or will be necessary for, or required in connection with, with the valid execution and delivery by the Company of this Agreement, for Agreement or the offer, issue, sale, execution sale or delivery issuance of the Shares, Securities or for the performance consummation of any other transaction contemplated by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsthis Agreement.

Governmental Approvals. No authorizationapproval, permit, consent, approval, license, exemption authorization or order of or filing or registration with any court or any governmental departmentor public agency, commission, board, bureau, agency authority or instrumentality, domestic person not already obtained or foreigneffected, is or will be necessary for, or required with respect to the Company in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for with the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsDocuments, or the placement of the Series A Debentures.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations presently in effect, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company e-nut of its obligations under the Transaction Documents except for any filings required by applicable securities lawsthis Agreement.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents this Agreement except for any filings required by applicable securities laws.

Governmental Approvals. No authorization, consent, approval, license, exemption approval or authorization of or designation, declaration or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, authority on the part of the Company is or will be necessary for, or required in connection with, with the valid execution and delivery by the Company of this Agreement, for Agreement or the offer, issue, sale, execution sale or delivery issuance of the Shares, Exchange Shares or for the performance consummation of any other transaction contemplated by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsthis Agreement.

Governmental Approvals. No authorization, consent, approval, license, exemption of or of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution execution, delivery and delivery by the Company performance of this Agreement, for Agreement and the offer, issue, sale, execution or delivery New Convertible Note and the issuance of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.

Governmental Approvals. No authorization, consent, approval, license, exemption of of, or filing or registration with with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company such Seller of this Agreement, or for the offer, issue, sale, execution or sale and delivery of the Shares, or for the performance Shares to be sold by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawssuch Seller hereunder.

Governmental Approvals. No authorization, consent, approval, license, exemption consent or approval or other order or action of or filing or registration with any court or governmental departmentcourt, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary foradministrative agency, or in connection with, other governmental or regulatory body or authority is required for the execution and delivery by the Company of this Agreement, for Agreement or the offer, issue, sale, execution or delivery Company’s consummation of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawstransactions contemplated hereby.

Governmental Approvals. No authorizationorder, consent, approval, license, exemption of authorization, or filing validation of, or filing, recording or registration with with, or exemption by, any court governmental or governmental departmentpublic body or authority, commission, board, bureau, agency or instrumentality, domestic or foreignany subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of any Loan Document or the consummation of any of the transactions contemplated thereby other than those that have already been duly made or obtained and remain in full force and effect and those which will be necessary for, made or obtained in connection with, the execution and delivery by the Company ordinary course of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsbusiness.

Governmental Approvals. No authorizationconsent, consentnotice, waiver, approval, licenseOrder or authorization of, exemption of or registration, declaration or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignGovernmental Entity, is or will be necessary forrequired by, or with respect to, the Company in connection with, with the execution and delivery by of this Agreement and any Related Agreement to which the Company of this Agreement, for is a party or the offer, issue, sale, execution or delivery consummation of the SharesTransactions, or for the performance by the Company of its obligations under the Transaction Documents except for any such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings required by applicable securities lawswhich, if not obtained or made, would not materially impair the Company’s ability to consummate the Transactions.

Governmental Approvals. No Except for any filing or other action that may be required under applicable state and/or federal securities laws (which if required, shall be filed on a timely basis), no authorization, consent, approval, license, exemption of or of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsDocuments.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing filing, or registration with any court or governmental department, commission, board, bureau, agency agency, or instrumentality, domestic or foreign, is or will be necessary forfor the valid execution, delivery, and performance by Corporation of this Agreement or in connection withthe Ancillary Agreements, the execution issuance, sale and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, other than filings pursuant to federal and state securities laws (all of which filings have been made or for will be made by Corporation) in connection with the performance by sale of the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsShares.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company it of its obligations under under, this Agreement or the Transaction Documents except for any filings required by applicable securities lawsNotes.

Governmental Approvals. No authorization, consent, approval, license, exemption of or of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, Securities or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsthis Agreement.

Governmental Approvals. No authorization, consent, approval, ---------------------- license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company it of its obligations under under, this Agreement, the Transaction Documents except for any Security Agreement, the Notes or the Warrants, other than filings required by applicable securities lawsnecessary to perfect the security interest granted to the Purchaser pursuant to the Security Agreement.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company it of its obligations under under, this Agreement, the Transaction Documents Notes or the Warrants except for any filings required by applicable federal and state securities lawsfilings.

Governmental Approvals. No authorization, consent, approval, license, exemption consent or approval or other order or action of or filing or registration with any court or governmental departmentcourt, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary foradministrative agency, or in connection with, other governmental or regulatory body or authority is required for the execution and delivery by the Company of this Agreement, for Agreement or the offer, issue, sale, execution or delivery Company’s consummation of the Sharestransactions contemplated hereby, or for resulting from the performance by issuance of the Company of its obligations under Shares in connection with the Transaction Documents except for any filings required by applicable securities laws.Share Exchange,

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations presently in effect, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company it of its obligations under the Transaction Documents except for any filings required by applicable securities lawshereunder.

Governmental Approvals. No authorization, consent, approval, licenseLicense, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, Government Entity is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.the

Governmental Approvals. No authorizationorder, permission, consent, approval, license, exemption of authorization, registration or validation of, or filing with, or registration with exemption by, any court Government Authority, or any stock exchange or other governmental department, commission, board, bureau, agency or instrumentality, domestic non-governmental regulatory authority or foreignany other Person, is or will be necessary forrequired to authorize, or is required in connection withwith the execution, delivery and performance of this Agreement and the execution and delivery other Loan Documents by the Company Borrower or the taking of this Agreement, for the offer, issue, sale, execution any action hereby or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsthereby contemplated.

Governmental Approvals. No governmental authorization, consent, approval, ---------------------- order, license, exemption of permit, franchise or consent and no registration, declaration or filing by the Corporation or registration the Shareholder with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, Governmental Authority is or will be necessary for, or required in connection with, with the execution and delivery by the Company of this Agreement, for Agreement and the offer, issue, sale, execution or delivery consummation of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawstransactions contemplated hereby.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company it of its obligations under under, this Agreement, the Transaction Documents except for any filings required by applicable securities lawsSecurity Agreement or the Notes.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesBorrowers of, or for the performance by the Company Borrowers of its their obligations under under, this Agreement, any of the Transaction Operative Documents except for any filings required by applicable securities lawsor the Warrant Shares.

Governmental Approvals. No authorization, material consent, approval, licenseauthorization or order of, exemption of or registration, qualification or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery any court, regulatory authority, governmental body or any other third party is required to be obtained or made by the Company of this Agreement, or the Operating Partnership for the offerexecution, issue, sale, execution delivery or delivery of the Shares, or for the performance by the Company or the Operating Partnership of its obligations under this Agreement or the Transaction Documents except for any filings required consummation by applicable securities lawsthe Company or the Operating Partnership of the transactions contemplated hereby.

Governmental Approvals. No authorization, consent, approval, licenseorder or authorization of, exemption of action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by the Company or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or of its Subsidiaries in connection with, with the execution and delivery of this Agreement by the Company or the consummation by the Company of this Agreement, for the offer, issue, sale, execution Merger or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.other

Governmental Approvals. No authorization, consent, approval, ---------------------- license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company it of its obligations under under, this Agreement, the Transaction Documents except for any filings required by applicable securities lawsNotes, the Warrants or the Security Agreement.

Governmental Approvals. No governmental authorization, consent, approval, order, license, exemption of permit, franchise or consent and no registration, declaration or filing by any Company or registration the Stockholders with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, Governmental Authority is or will be necessary for, or required in connection with, with the execution and delivery by the Company of this Agreement, for Agreement and the offer, issue, sale, execution or delivery consummation of the Sharestransactions contemplated hereby, nor does the foregoing violate any Laws or for the performance by the Company rulings of its obligations under the Transaction Documents except for any filings required by applicable securities lawsGovernmental Authority.

Governmental Approvals. No authorizationmaterial permit, consent, approval, licenseorder or authorization of, exemption of action by or in respect of, or registration, declaration or filing with, any Federal, state, provincial, local or registration with foreign government, any court court, administrative, regulatory or other governmental departmentagency, commissioncommission or authority or any non-governmental self-regulatory agency, boardcommission or authority (each, bureau, agency or instrumentality, domestic or foreign, a "Governmental Authority") is or will be necessary for, or required by the Seller Parties in connection with, with the execution and delivery by the Company of this Agreement, for Agreement or the offer, issue, sale, execution or delivery consummation of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsTransactions.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, was, is or will be necessary for, or in connection with, appropriate for the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.

Governmental Approvals. No authorization, consent, approval, ---------------------- license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the issuance and sale of the Shares on the Closing Dates, or the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Sharesof, or for the performance by the Company it of its obligations under under, the Transaction Documents except for any filings required by applicable securities lawsDocuments.

Governmental Approvals. No authorizationapproval, consent, approvalwaiver or authorization of, licenseor registration, declaration or filing with, exemption of by, or filing any notice to, any Governmental Authority or registration with any court other regulatory body is required to be made, obtained or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, given by the Company: (a) for or in connection with, with the execution and delivery by consummation of the Company of transactions contemplated in this Agreement, for or (b) as a condition to the offerlegality, issue, sale, execution validity or delivery enforceability of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawstransactions contemplated in this Agreement.

Governmental Approvals. No authorization, consent, approval, licenseLicense, exemption exemption, of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, Government Entity is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company of its obligations under any of the Transaction Investment Documents except for any filings required by other than under applicable securities lawslaws with respect to the transactions contemplated by the registration rights set forth in the Registration Rights Agreement.

Governmental Approvals. No authorization, consent, approval, licenseauthorization or order of, exemption of or registration, qualification or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, any court, regulatory authority, governmental body or any other third party is required to be obtained or made by the execution and Company for the execution, delivery or performance by the Company of this Agreement, for Agreement or the offer, issue, sale, execution Registration Rights Agreement or delivery of the Shares, or for the performance consummation by the Company of its obligations under the Transaction Documents transactions contemplated thereby, except for any filings required those contemplated by applicable securities lawsthe Registration Rights Agreement.

Governmental Approvals. No authorization, consent, approval, licenseorder or authorization of, exemption of or registration, qualification, designation, declaration or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignGovernmental Entity, is required on the part of the Company or will be necessary for, or the Distributing Subsidiaries in connection with, with the execution Distribution and delivery the other transactions contemplated by this Agreement and the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsother documents contemplated hereby.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares or Warrants or Warrant Shares, or for the performance by the Company of its obligations under the Transaction Documents this Agreement except for any filings required by applicable securities lawslaws or as otherwise provided herein.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing of, filing, or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, Securities or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsthis Agreement.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing filing, or registration with any court or governmental department, commission, board, bureau, agency agency, or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offervalid execution, issuedelivery, sale, execution or delivery of the Shares, or for the and performance by the Company of its obligations under the Transaction Documents except for any Documents, and the issuance, sale and delivery of the Securities, other than filings required pursuant to federal and state securities laws (all of which filings have been made or will be made by applicable securities lawsthe Company) in connection herewith.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations presently in effect, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company Investor of its obligations under the Transaction Documents except for any filings required by applicable securities lawsthis Agreement.

Governmental Approvals. No authorizationExcept as set forth herein, no order, permission, consent, approval, license, exemption of authorization, registration or validation of, or filing with, or registration with exemption by, any court or governmental departmentagency, commission, board, bureau, agency board or instrumentality, domestic or foreign, public authority is or will be necessary forrequired to authorize, or is required in connection withwith the execution, the execution delivery and delivery performance by the Company Seller of this AgreementAgreement and the other Documents or the taking of any action contemplated by this Agreement and the other Documents, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.which has not been obtained. None

Governmental Approvals. No authorizationorder, permission, consent, approval, license, exemption of authorization, registration or validation of, or filing with, or registration with exemption by, any court or governmental departmentagency, commission, board, bureau, agency board or instrumentality, domestic or foreign, public authority is or will be necessary forrequired to authorize, or is required in connection with, the execution execution, delivery and delivery performance of this Agreement or any other Related Document to which the Company is a party by the Company or the taking of this Agreement, for the offer, issue, sale, execution any action hereby or delivery of the Shares, or for the performance thereby contemplated by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawsCompany.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company it of its obligations under under, this Agreement, the Transaction Documents Note or the Warrant except for any filings required by applicable federal and state securities lawsfilings.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company of its obligations under under, this Agreement, any of the Transaction Operative Documents except for any filings required by applicable securities lawsor the Warrant Shares.

Governmental Approvals. No Except for the filings already made and the filings to be made, if any, to comply with exemptions from registration or qualification under federal and state securities laws, no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, instrumentality is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, or issuance of the Shares, the execution or delivery of by the SharesCompany, or for the performance by the Company it of its obligations under the Transaction Documents except for under, this Agreement, or any filings required by applicable securities lawsother agreements or instruments executed in connection herewith.

Governmental Approvals. No authorization, consent, approval, licenseorder or authorization of, exemption of or registration, qualification, designation, declaration or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignGovernmental Entity, is required on the part of the Company or will be necessary for, or the Distributing Subsidiaries in connection with, with the execution Distribution and delivery the other transactions contemplated by this Agreement and the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.other documents contemplated hereby. 3.2

Governmental Approvals. No authorizationorder, permission, consent, approval, license, authorization, registration or validation of, filing with, or exemption of or filing or registration with by, any court or governmental departmentagency, commission, board, bureau, agency board or instrumentality, domestic public authority is required to be obtained or foreign, is or will be necessary for, or made by any Obligor in connection withwith its execution, the execution delivery and delivery by the Company performance of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issueissuance, sale, execution or delivery of by the SharesCompany of, or for the performance by the Company of its obligations under under, this Agreement or any of the Transaction Documents Operative Documents, except for the filing of a Form D with the Commission and any filings required by applicable relevant state or commonwealth securities lawsagency or department.

Governmental Approvals. No authorization, consent, approval, license, exemption consent or approval or other order or action of or filing or registration with any court or governmental departmentcourt, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary foradministrative agency, or in connection with, other governmental or regulatory body or authority is required for the execution and delivery by the Company of this Agreement, for Agreement or the offer, issue, sale, execution or delivery Company's consummation of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities lawstransactions contemplated hereby.

Governmental Approvals. No authorization, consent, approval, ---------------------- license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the issuance and sale of the Preferred Stock on the date of the Closing or the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Sharesof, or for the performance by the Company it of its obligations under under, the Transaction Documents except for any filings required by applicable securities lawsDocuments.

Governmental Approvals. No authorization, consent, approval, license, exemption of or of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution execution, delivery and delivery by the Company performance of this Agreement, for Agreement and the offer, issue, sale, execution or delivery Convertible Note and the issuance of the Shares, or for the performance by the Company of its obligations under the Transaction Documents except for any filings required by applicable securities laws.

Governmental Approvals. No authorization, consent, approval, licenseLicense, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, Government Entity is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company or E2E of its their respective obligations under the Transaction Documents except for any filings required by applicable securities lawsthis Agreement.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the issuance and sale of the Shares on the Closing Date, or the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Sharesof, or for the performance by the Company it of its obligations under under, the Transaction Documents except for any filings required by applicable securities lawsDocuments.

Governmental Approvals. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations presently in effect, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the offer, issue, sale, execution or delivery of the Shares, or for the performance by the Company Investor of its obligations under the Transaction Documents this Agreement except for any filings filing that may be required by applicable securities lawsunder the HSR Act.