Common use of Governmental and Third Party Consents Clause in Contracts

Governmental and Third Party Consents. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity or other Person, is required to be obtained by QCo or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Commissions and the mailing to stockholders of QCo of the Joint Proxy Statement relating to the QCo Stockholders Meeting, (ii) the furnishing to the SEC of the SEC Filings; (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCA; (iv) such filings, authorizations, orders and approvals as may be required under applicable federal, provincial or state securities laws and the rules of The Nasdaq Stock Market Inc. ("Nasdaq"); (v) such filings and notifications as may be necessary under the HSR Act; (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); (vii) the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of Delaware; and (viii) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.

Governmental and Third Party Consents. (a) a. No consent, approval, order or authorization of, or registration, declaration or filing with or notice towith, any Governmental Entity court, administrative agency or commission or other Persongovernmental authority or instrumentality, domestic or foreign (each a “Governmental Entity”), is required to be obtained by QCo Solana or any of its subsidiaries the Solana Subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Commissions applicable Canadian provincial securities commissions or regulatory authorities (the “Commissions”) and the Court and the mailing to stockholders of QCo the Solana Securityholders of the Joint Proxy Statement relating to the QCo Stockholders Solana Securityholders Meeting, ; (ii) the furnishing to the SEC of such reports and information under the Exchange Act and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby (the “SEC Filings”); (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCA; (iv) such filings, authorizations, orders and approvals as may be required under state “control share acquisition,” “anti-takeover” or other similar statutes, any other applicable federal, provincial or state securities laws and the rules of The Nasdaq the AMEX, the Toronto Stock Market Inc. Exchange ("Nasdaq"“TSX”), the TSX Venture Exchange or the AIM; (v) such competition and foreign investment notices and filings and notifications with any Governmental Entity as may be necessary necessary, including, under the HSR Act; (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); (vii) the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of DelawareColombian merger control regime; and (viiivi) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo Solana from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse EffectEffect on Solana.

Governmental and Third Party Consents. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity or other Person, Person is required to be obtained by QCo GCo or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement by GCo or the consummation by GCo of the transactions contemplated hereby or thereby, except forother than: (i) the filing with the Commissions and the Court and the mailing to stockholders the securityholders of QCo GCo of the Joint Proxy Statement relating to the QCo Stockholders GCo Shareholders Meeting, ; (ii) any approvals and notices required by the furnishing to the SEC of the SEC FilingsInterim Order; (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCAFinal Order; (iv) such filings, authorizations, orders and approvals as may be required under state "control share acquisition," "anti-takeover" or other similar statutes, any other applicable federal, provincial or state securities laws and the rules of The Nasdaq Stock Market Inc. ("Nasdaq")the TSX; (v) such filings and notifications as may be necessary under the HSR Act; (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); and (vii) the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of Delaware; and (viii) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo GCo from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.

Governmental and Third Party Consents. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice towith, any Governmental Entity or other PersonEntity, is required to be obtained by QCo Solitario or any of its subsidiaries the Solitario Subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Commissions Commissions, the SEC and the Court and the mailing to stockholders of QCo the Solitario Stockholders of the Joint Proxy Statement relating to the QCo Solitario Stockholders Meeting, ; (ii) the furnishing to the SEC of the SEC Filings; (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCAOBCA; (iv) such filings, authorizations, orders and approvals as may be required under state "control share acquisition," "anti-takeover" or other similar statutes, and any other applicable federal, provincial Canadian Securities Laws or state securities laws and the rules of The Nasdaq Stock Market Inc. ("Nasdaq"); (v) such filings and notifications as may be necessary under the HSR Act; (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); (vii) the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of DelawareUnited States Securities Laws; and (viiiv) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo Solitario from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse EffectEffect on Solitario or any of the Solitario Subsidiaries.

Governmental and Third Party Consents. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice towith, any Governmental Entity court, administrative agency or commission or other Persongovernmental authority or instrumentality, domestic or foreign (each a "Governmental Entity"), is required to be obtained by QCo ECo or any of its subsidiaries the ECo Subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Commissions applicable Canadian provincial securities commissions or regulatory authorities (the "Commissions"), the Court and the mailing to stockholders securityholders of QCo ECo of the Joint Proxy Statement Circular relating to the QCo Stockholders ECo Shareholders Meeting, ; (ii) the furnishing to the SEC of such reports and information under the Exchange Act and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby (the "SEC Filings"); (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCA; (iv) such filings, authorizations, orders and approvals as may be required under any other applicable Canadian or United States federal, provincial or state securities laws and the rules of the NYSE or The Nasdaq Toronto Stock Market Inc. Exchange ("NasdaqTSE"); (v) such filings and notifications as may be necessary under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); (vii) such notice, filings, orders and approvals as may be necessary under the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of DelawarePublic Utilities Board Act (Alberta), Gas Utilities Act (Alberta) or similar legislation in other applicable provinces; and (viii) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo ECo from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse EffectEffect on ECo.

Governmental and Third Party Consents. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity with jurisdiction over MVG or other Personany of its properties, assets or businesses is required to be obtained by QCo MVG or any of its subsidiaries the MVG Subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the applicable Commissions and the Court and the mailing to stockholders of QCo the MVG Shareholders of the Joint Proxy Statement relating to the QCo Stockholders MVG Shareholders Meeting, ; (ii) the furnishing to the SEC of the SEC Filings; (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCAOBCA; (iv) such filings, authorizations, orders and approvals as may be required under state "control share acquisition," "anti-takeover" or other similar statutes, any other applicable federal, provincial Canadian Securities Laws or state securities laws and the rules of The Nasdaq Stock Market Inc. ("Nasdaq")United States Securities Laws; (v) such filings and notifications as may be necessary under the HSR Act; (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); (vii) the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of Delaware; and (viii) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo MVG from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse EffectEffect on MVG or any of the MVG Subsidiaries.

Governmental and Third Party Consents. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice towith, any Governmental Entity or other PersonEntity, is required to be obtained by QCo CCo or any of its subsidiaries the CCo Subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing and clearance of the S-3 Registration Statement with the Commissions SEC and the mailing to stockholders of QCo filing of the Joint Proxy S-8 Registration Statement relating to with the QCo Stockholders Meeting, SEC (which shall become effective immediately upon such filing); (ii) the furnishing to the SEC of the SEC Filings; (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCA; (iviii) such filings, authorizations, orders and approvals as may be required under applicable federal, provincial or state securities laws and the rules of The Nasdaq Stock Market Inc. ("Nasdaq")the NYSE; (viv) such filings and notifications as may be necessary under the HSR Act; (viv) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); (viivi) such notice, filings, orders and approvals as may be necessary under the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of DelawarePublic Utilities Board Act (Alberta), Gas Utilities Act (Alberta) or similar legislation in other applicable provinces; and (viiivii) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo CCo from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse EffectEffect on CCo.

Governmental and Third Party Consents. (a) a. No consent, approval, order or authorization of, or registration, declaration or filing with or notice towith, any Governmental Entity or other PersonEntity, is required to be obtained by QCo Gran Tierra or any of its subsidiaries the Gran Tierra Subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Commissions and the SEC and the mailing to stockholders of QCo Gran Tierra of the Joint Proxy Statement relating to the QCo Gran Tierra Stockholders Meeting, (ii) the furnishing to the SEC of the SEC Filings; (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCA; (iv) such filings, authorizations, orders and approvals as may be required under applicable federal, provincial or state securities laws and the rules of The Nasdaq Stock Market Inc. ("Nasdaq")the AMEX or TSX; (v) such competition and foreign investment notices and filings with any Governmental Entity as may be necessary, including, under the Colombian merger control regime; (vi) such notice, filings, orders and notifications approvals as may be necessary under the HSR Act; (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Public Utilities Board Act (CanadaAlberta); , Gas Utilities Act (viiAlberta) the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of Delawareor similar legislation in other applicable provinces; and (viiivii) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo Gran Tierra from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse EffectEffect on Gran Tierra.

Governmental and Third Party Consents. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity or other Person, Person is required to be obtained by QCo the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except forother than: (i) the filing with the Commissions and the Court and the mailing to stockholders the securityholders of QCo the Company of the Joint Proxy Statement relating to the QCo Stockholders Company Shareholders Meeting, ; (ii) any approvals and notices required by the furnishing to the SEC of the SEC FilingsInterim Order; (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCAFinal Order; (iv) such filings, authorizations, decisions, orders and approvals as may be required under state "control share acquisition," "anti-takeover" or other similar statutes, any other applicable federal, provincial or state securities laws and the rules of The Nasdaq Stock Market Inc. ("Nasdaq")the TSX; (v) such filings and notifications as may be necessary under the HSR Act; (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); and (vii) the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of Delaware; and (viii) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.

Governmental and Third Party Consents. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity or other Person, Person is required to be obtained by QCo FCE or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Commissions and the mailing to stockholders of QCo FCE of the Joint Proxy Statement relating to the QCo FCE Stockholders Meeting, (ii) the furnishing to the SEC of the SEC Filings; (iii) approval by the Court of the Arrangement and the filings of the articles of arrangement and other required arrangement or other documents as required by the ABCA; (iv) such filings, authorizations, decisions, orders and approvals as may be required under applicable federal, provincial or state securities laws and the rules of The Nasdaq Stock Market Inc. ("Nasdaq"); (v) such filings and notifications as may be necessary under the HSR Act; (vi) such notices and filings as may be necessary under the Investment Canada Act and under the Competition Act (Canada); and (vii) the filing by QCo of a certificate of amendment to QCo's Certificate of Incorporation with the Secretary of State of the State of Delaware; and (viii) where the failure to obtain such consents, approvals, etc., would not prevent or delay the consummation of the Arrangement or otherwise prevent QCo FCE from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.