Common use of Consents and Approval Clause in Contracts

Consents and Approval. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect to Parent, Alpha Arizona, or any of their respective subsidiaries in connection with the execution and delivery of this Agreement by Parent, the consummation by Parent and Alpha Arizona of the Merger and Conversion, contemplated hereby, except for (i) the filing of the Certificate of Merger and the Articles of Merger as provided in Section 1.2 and the transfer of domicile filings as provided in Section 2.2; (ii) the registration of the Conversion by the Bermuda Registrar of Companies; (iii) the consent of the Bermuda Monetary Authority with respect to the Conversion; (iv) the filing with, and clearance by the SEC of a Registration Statement on Form S-4 containing a Merger and Conversion proxy/prospectus (the “Proxy/Prospectus”) pursuant to which Parent’s stockholders must vote at a special meeting of stockholders to approve, among other things this Agreement, the Merger and the Business Combination; (v) the filing of a Form 8-K with the SEC within four (4) Business Days after each of (A) the execution of this Agreement and (B) the Closing Date; (vi) any filings as may be required under applicable state securities laws and the securities laws of any foreign country; (vii) any filings required with the Alternext; and (viii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on Parent or Alpha Bermuda and would not prevent or reasonably be expected to prevent or materially alter or delay any of the transactions contemplated by this Agreement.

Consents and Approval. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect (a) Except for (i) the effectiveness of a registration statement on Form S-4 to Parent, Alpha Arizona, or any register the shares of their respective subsidiaries S1 Common Stock to be issued in connection with the execution Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and delivery the filing of the joint proxy statement/prospectus to be used in soliciting the approval of VerticalOne's and S1's stockholders at the special meetings to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by Parent, the consummation by Parent and Alpha Arizona requisite votes of the Merger and Conversionstockholders of VerticalOne, contemplated hereby, except for (iiii) the filing of the Certificate of Merger and with the Articles Secretary of Merger as provided in Section 1.2 and the transfer of domicile filings as provided in Section 2.2; (ii) the registration State of the Conversion by the Bermuda Registrar State of Companies; (iii) the consent of the Bermuda Monetary Authority with respect to the Conversion; Delaware, (iv) the filing withsuch consents, approvals, orders, authorizations, registrations, declarations and clearance by the SEC of a Registration Statement on Form S-4 containing a Merger and Conversion proxy/prospectus (the “Proxy/Prospectus”) pursuant to which Parent’s stockholders must vote at a special meeting of stockholders to approve, among other things this Agreement, the Merger and the Business Combination; (v) the filing of a Form 8-K with the SEC within four (4) Business Days after each of (A) the execution of this Agreement and (B) the Closing Date; (vi) any filings as may be required under applicable federal and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and (v) such filings, authorizations or approvals as may be set forth in SECTION 3.12(a) OF THE VERTICALONE DISCLOSURE SCHEDULE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")- or with any third party are necessary in connection with (1) the execution and delivery by VerticalOne of this Agreement and (2) the consummation by VerticalOne of the Merger and the securities laws of any foreign country; (vii) any filings required with the Alternext; and (viii) other transactions contemplated hereby, except, in each case, for such other consents, authorizations, approvals or filings, approvals and registrations which, if not obtained or made, would the failure of which to obtain will not have (x) a Material Adverse Effect on Parent or Alpha Bermuda and would not prevent or reasonably be expected the ability of VerticalOne to prevent or materially alter or delay any of consummate the transactions contemplated by this Agreementhereby or (y) a Material Adverse Effect on VerticalOne, S1 or the Surviving Corporation following the Effective Time.

Consents and Approval. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect to Parent, Alpha Arizona, or any (a) Except for (i) the effectiveness of their respective subsidiaries a registration statement containing the Proxy Statement/Prospectus in connection with obtaining stockholder approval of the execution and delivery S1 Issuance by the requisite vote of stockholders of S1, (ii) the approval of this Agreement and the issuance of S1 Common Stock in the Merger by Parent, the consummation by Parent and Alpha Arizona requisite vote of the stockholders of S1 and Merger and ConversionSub, contemplated herebyrespectively, except for (iiii) the filing of the Certificate of Merger and with the Articles Secretary of Merger as provided in Section 1.2 and the transfer of domicile filings as provided in Section 2.2; (ii) the registration State of the Conversion by the Bermuda Registrar State of Companies; (iii) the consent of the Bermuda Monetary Authority with respect to the Conversion; Delaware, (iv) the filing withsuch consents, approvals, orders, authorizations, registrations, declarations and clearance by the SEC of a Registration Statement on Form S-4 containing a Merger and Conversion proxy/prospectus (the “Proxy/Prospectus”) pursuant to which Parent’s stockholders must vote at a special meeting of stockholders to approve, among other things this Agreement, the Merger and the Business Combination; (v) the filing of a Form 8-K with the SEC within four (4) Business Days after each of (A) the execution of this Agreement and (B) the Closing Date; (vi) any filings as may be required under applicable federal and state securities (or related) laws and, if applicable, the HSR Act, (v) such filings and the securities laws of any foreign country; approvals as are required to be made or obtained with Nasdaq (viior such other exchange as may be applicable) any filings required in connection with the Alternext; issuance of the shares of S1 Common Stock pursuant to this Agreement, and (viiivi) such other consents and approvals as may be set forth in SECTION 4.8 OF THE S1 DISCLOSURE SCHEDULE, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1) the execution and delivery by S1 and Merger Sub of this Agreement and (2) the consummation by S1 and Merger Sub of the Merger, the S1 Issuance and the other transactions contemplated hereby, except for such consents, authorizations, filings, approvals and registrations which, if not obtained or made, would filings the failure of which to obtain will not have (x) a Material Adverse Effect on Parent the ability of S1 or Alpha Bermuda and would not prevent or reasonably be expected Merger Sub to prevent or materially alter or delay any of consummate the transactions contemplated by this Agreementhereby or (y) a Material Adverse Effect on VerticalOne, S1 or the Surviving Corporation following the Effective Time.

Consents and Approval. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental AuthorityEntity, is required by or with respect to Parent, Alpha ArizonaMerger Sub I or Merger Sub II, or any of their respective subsidiaries in connection with the execution and delivery of this Agreement by Parent, the consummation by Parent and Alpha Arizona Merger Sub I of the Redomestication Merger, or the consummation by Merger Sub I and ConversionMerger Sub II of the Business Combination, contemplated hereby, except for (i) the filing of the Certificate of Merger and as provided in Section 1.2; (ii) the filing of the Articles and Plan of Merger as provided in Section 1.2 1.2, (iii) the filing of the Business Combination Articles and the transfer Plan of domicile filings Merger as provided in Section 2.2; (ii) the registration of the Conversion by the Bermuda Registrar of Companies; (iii) the consent of the Bermuda Monetary Authority with respect to the Conversion; 2, (iv) the filing with, and clearance by the SEC of a Registration Statement on Form S-4 containing a Merger and Conversion merger proxy/prospectus (the “Merger Proxy/Prospectus”) pursuant to which Parent’s stockholders must vote at a special meeting of stockholders to approve, among other things this Agreement, the Redomestication Merger and the Business Combination; (v) the filing of a Form 8-K with the SEC within four (4) Business Days business days after each of (A) the execution of this Agreement and (B) the Closing Date; (vi) any filings as may be required under applicable state securities laws and the securities laws of any foreign country; (vii) any filings required with the AlternextASE with respect to the shares of (A) Surviving Corporation Shares issuable upon conversion of the Company Securities in the Business Combination and (B) Surviving Corporation Shares issuable upon conversion of the Parent Common Stock in the Redomestication Merger; and (viii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on Parent or Alpha Bermuda China Networks Surviving Corporation and would not prevent or reasonably be expected to prevent or materially alter or delay any of the transactions contemplated by this Agreement.