Common use of Absence of Further Requirements Clause in Contracts

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its offering, issuance or sale of the Securities hereunder or its consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSENASDAQ Stock Market LLC, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of the Financial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its offering, issuance or sale of the Securities hereunder or its consummation of the transactions contemplated by this AgreementAgreement and each Forward Contract, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its offeringthe issuance, issuance or sale and/or delivery of the Securities hereunder or the Confirmation Securities pursuant to this Agreement or each Forward Contract or its consummation of the transactions contemplated by this Agreementherein and therein contemplated, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSENasdaq Global Market, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSENasdaq Global Select Market, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, Act or state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSENasdaq Stock Market LLC, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity Authority is necessary or required for the performance by any of the Company or any subsidiary Partnership Entities of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Purchased Units hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of FINRA.Financial Industry Regulatory Authority, Inc.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the Rules and Regulations, the rules of the NYSEThe Nasdaq Stock Market LLC, state securities laws or laws, the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its offering, issuance the offering or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSENASDAQ Stock Market LLC, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity Regulatory Agency is necessary or required for the performance by the Company or any subsidiary of its obligations hereunderunder this Agreement, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by in this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws of any state or non-U.S. jurisdiction or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by the Company or any subsidiary such Selling Shareholder of its obligations hereunder, or in connection with its offering, issuance or the sale and delivery of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as may have previously been already made or obtained or as may be required by FINRA or under the Securities Act, the rules of the NYSE, Exchange Act or state or local securities laws or the rules of FINRAlaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have already been already obtained or as may will be required obtained under the Securities Act, the rules of the NYSE, Act or as required under state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its offering, issuance the offering or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, Act or state securities laws or the rules of the FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary the Operating Partnership of its their respective obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have already been already obtained or as may will be required obtained under the Securities Act, the rules of the NYSE, Act or as required under state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity governmental entity is necessary or required for the performance by the Company or any subsidiary and the Guarantor of its their obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the rules of the NYSE, state securities laws or the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the Rules and Regulations, the rules of the NYSEThe Nasdaq Stock Market LLC, state securities laws or laws, the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its offeringthe Company’s execution, issuance delivery and performance of this Agreement or sale of the Securities hereunder or its consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, or the rules of the NYSEFinancial Industry Regulatory Authority, state securities laws or the rules of Inc. (“FINRA”).

Absence of Further Requirements. No Except as noted herein, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, of any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its offering, issuance or sale of the Securities hereunder or its consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already or will be obtained or as may be required under Applicable Securities Laws and the Securities Actrules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA"), the rules of TSX and the NYSE, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSENasdaq Global Market, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the Rules and Regulations, the rules of the NYSENew York Stock Exchange, state securities laws or laws, the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, Agreement except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, Act or state securities laws or the rules of the Financial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSEThe NASDAQ Stock Market LLC, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its subsidiaries of their respective obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the Securities Act Regulations, the rules of the NYSEPrincipal Market, state securities laws or the rules of FINRAFINRA rules.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSEThe Nasdaq Stock Market LLC, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity governmental entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, New York Stock Exchange and state securities laws or the rules of FINRA.the Financial Industry Regulatory Authority, Inc.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity Regulatory Agency is necessary or required for the performance by the Company or any subsidiary of its obligations hereunderunder this Agreement, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by in this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of Exchange Act, the NYSE, state securities laws of any state or non-U.S. jurisdiction or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Placement Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSENasdaq, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity governmental entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, Act and state securities laws or the rules of FINRA.the Financial Industry Regulatory Authority, Inc.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity or regulatory authority is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Placement Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSENasdaq Global Market, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Placement Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSENasdaq, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA.”)

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, as applicabledelivery and performance of the Indenture, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, NASDAQ Stock Market LLC or state securities laws or the rules of FINRAlaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary Selling Shareholder of its obligations hereunder, or in connection with its offering, issuance the offering or sale of the Securities hereunder Optional Shares under this Agreement or its the consummation of the transactions contemplated by this Agreement, as applicable, Agreement except such as have been already obtained or as may be required under the Securities Act, Act or the rules of the NYSEregulations promulgated thereunder, state securities laws or the rules of by FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity Regulatory Agency (as defined below) is necessary or required for the performance by the Company or any subsidiary of its obligations hereunderunder this Agreement, in connection with its the offering, issuance or sale of the Securities hereunder Notes or its the consummation of the transactions contemplated by in this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws of any state or non-U.S. jurisdiction or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSENASDAQ Stock Market LLC, state securities laws or the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity Entity, other than those that have been made or obtained, is necessary or required for the authority, execution, delivery or performance by the Company or any subsidiary of its obligations hereunderunder the Operative Documents or the Securities, in connection with its offering, issuance or sale of the Securities hereunder or its consummation by the Company of the transactions contemplated by this Agreement, as applicablethereunder, except such as have been already obtained or as may be required under the Securities 1933 Act, the rules of the NYSENew York Stock Exchange, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSENASDAQ Stock Market LLC, state securities laws or the rules of FINRA.. (xxii)

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any its subsidiary of its their respective obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the Act regulations, the rules of the NYSENYSE American, state securities laws or the rules of FINRAFINRA rules.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSENasdaq Global Market, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, Canadian Securities Laws, the rules of the NYSE, NASDAQ Capital Market or state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunderhereunder , in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicableAgreement or the Warrants, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSENasdaq Stock Market LLC, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except (A) such as have been already obtained or as may be required under the Securities Act, the rules of the NYSENasdaq Global Market, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of The NASDAQ Global Select Market (the NYSE“Exchange”), state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except (A) such as have been already obtained or as may be required under the Securities Act, the rules of the NYSEPrincipal Market, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary the Operating Partnership of its their respective obligations hereunder, under this Agreement in connection with its offering, issuance the offering or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, except as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE, state securities laws or the rules of the Financial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicableAgreement and the Warrants, except such as have been already obtained or as may be required under the Securities 1933 Act, the 1933 Act Regulations, the rules of the NYSENasdaq Stock Market LLC, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary Selling Stockholder of its obligations hereunder, or in connection with its offering, issuance the offering or sale of the Securities hereunder Optional Shares under this Agreement or its the consummation of the transactions contemplated by this Agreement, as applicable, Agreement except such as have been already obtained or as may be required under the Securities Act, Act or the rules of the NYSEregulations promulgated thereunder, state securities laws or the rules of by FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity court or governmental authority or agency is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, hereunder or in connection with the performance by the Company of its offering, issuance obligations with respect to the offering or sale of the Securities hereunder under this Agreement or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, Act or the rules of the NYSE, regulations promulgated thereunder or state securities laws or the rules of by FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary Selling Stockholder of its obligations hereunder, in connection with its offering, issuance the offering or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the Act Regulations, the 1940 Act, the 1940 Act Regulations, the rules of the NYSENasdaq, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary such Selling Stockholder of its obligations hereunder, in connection with its offering, issuance the offering or sale of the Securities hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, the Act Regulations, the 1940 Act, the 1940 Act Regulations, the rules of the NYSENasdaq, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations hereunder, in connection with its the offering, issuance or sale of the Securities Shares hereunder or its the consummation of the transactions contemplated by this Agreement, as applicable, except such as have been already obtained or as may be required under the Securities Act, Exchange Act, the rules of the NYSEThe Nasdaq Global Market, state securities laws or the rules of FINRA.. (tt)