Common use of Governmental Authorities; Approvals Clause in Contracts

Governmental Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of HCM contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Approval”) is required on the part of any Group Company, or on the part of HCM as a result of any Permit held (or required to be held) by any Group Company, with respect to the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the Antitrust Approval; (ii) the filing with the SEC of the Proxy Statement/Registration Statement (and the declaration of the effectiveness thereof by the SEC) and such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby; (iii) applicable requirements under the rules and regulations of the Nasdaq Global Market (“Nasdaq”); (iv) any Governmental Approvals required on the part of any Group Company, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or the Ancillary Agreements, to consummate the transactions contemplated hereby or thereby, or to conduct the business of any Group Company as currently conducted in all material respects; and (v) the filing of the Merger Filing Documents in accordance with the Cayman Companies Act.

Governmental Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of HCM SPAC contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Approval”) is required on the part of any Group Companythe Company or its Subsidiaries, or on the part of HCM SPAC prior to the Closing as a result of any Permit currently held (or required to be held) by any Group Companythe Company or its Subsidiaries, with respect to the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the Antitrust ApprovalHSR Act; (ii) the filing with the SEC of the Proxy Statement/Registration Statement (and the declaration of the effectiveness thereof by the SEC) and such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby; (iii) applicable requirements under the rules and regulations of the Nasdaq Global Market (“Nasdaq”); (iv) any Governmental Approvals required on the part of any Group Companythe Company or its Subsidiaries, the absence of which would not, individually or in the aggregate, (A) be materially adverse to the Company and its Subsidiaries, taken as a whole, or (B) reasonably be expected to have a material adverse effect on the ability of the Company to perform or comply with on a timely basis any material obligation of the Company or Merger Sub under this Agreement or the Ancillary Agreements, Agreements or to consummate the transactions contemplated hereby or thereby, or to conduct the business of any Group Company as currently conducted in all material respects; and (viii) the filing of the Merger Filing Documents Certificate in accordance with the Cayman Companies ActDGCL; and (iv) as otherwise set forth on Section 4.05 of the Company Disclosure Letter.

Governmental Authorities; Approvals. Assuming the truth accuracy and completeness of the representations and warranties of HCM Acquiror contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Approval”) is required on the part of any Group Companythe Company or its Subsidiaries, or on the part of HCM Acquiror as a result of any Permit held (or required to be held) by any Group Companythe Company or its Subsidiaries, with respect to the execution or delivery of this Agreement or any of the documents to which the Company is a party contemplated hereby or the consummation of the transactions contemplated herebythereby, except for (i) the Antitrust Approval; (ii) the filing with the SEC of the Proxy Statement/Registration Statement (and the declaration of the effectiveness thereof by the SEC) and such reports under Section 13(a) or 15(d) applicable requirements of the Exchange Act as may be required in connection with this AgreementAct, the Ancillary Agreements Securities Act, state securities or “blue sky” laws and the transactions contemplated hereby or thereby; HSR Act and (iii) applicable requirements under the rules and regulations of the Nasdaq Global Market (“Nasdaq”); (ivii) any Governmental Approvals required on the part of any Group Companythe Company or its Subsidiaries, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform or comply with with, on a timely basis basis, any material obligation of the Company under this Agreement or the Ancillary Agreements, to consummate the transactions contemplated hereby or thereby, or to conduct the business of any Group the Company and its Subsidiaries as currently conducted in all material respects; and (viii) the filing of the Merger Filing Documents Certificate in accordance with the Cayman Companies ActDGCL.