Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC with respect to SPAC’s execution or delivery of this Agreement or the Plan of Merger or the consummation of the Transactions, except for (i) the filing of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration Statement, (ii) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letter.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company SPAC contained in this AgreementAgreement and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC the Company or Merger Sub with respect to SPAC’s execution or each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which each is or the Plan of Merger or will be a party and the consummation by the Company or Merger Sub of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 4.05 of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementCompany Disclosure Letter, (ii) the filingsfiling (A) with the SEC of the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (B) of any other documents or information required pursuant to applicable requirements, submissions and approvals contemplated by Section 10.10if any, of applicable Securities Laws, (iii) the filing of the Cayman Merger Documents compliance with and filings or notifications required to be filed with the Cayman Registrar state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in accordance connection with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing bythis Agreement, the Secretary of State of other Transaction Agreements or the State of Delaware in accordance with the DGCLTransactions, (iv) the filing of the Second Certificate First Plan of Merger with, and related documentation with the acceptance thereof for filing by, the Secretary Cayman Islands Registrar of State of the State of Delaware Companies in accordance with the DGCLCayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, authorizationspermits or authorizations of, or designations, declarationsdeclarations or filings with, waivers or filingsany Governmental Authority, the absence of which would not, individually or in the aggregate, reasonably be expected to not have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterMaterial Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC with respect to SPAC’s execution or execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or the Plan of Merger or will be a party and the consummation of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementSPAC Disclosure Letter, (ii) the filingsfiling with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, submissions (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and approvals contemplated by (C) such reports under Section 10.1013(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) the filing of the Cayman Merger Documents compliance with and filings or notifications required to be filed with the Cayman Registrar state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in accordance connection with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing bythis Agreement, the Secretary of State of other Transaction Agreements or the State of Delaware in accordance with the DGCLTransactions, (iv) the filing of the Second Certificate First Plan of Merger with, and related documentation with the acceptance thereof for filing by, the Secretary Cayman Islands Registrar of State of the State of Delaware Companies in accordance with the DGCLCayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, authorizationspermits or authorizations of, or designations, declarationsdeclarations or filings with, waivers or filingsany Governmental Authority, the absence of which would not, individually or in the aggregate, reasonably be expected to not have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterImpairment Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no No consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of SPAC the Company, Pubco or Merger Sub with respect to SPACthe Company’s, Pubco’s execution or Merger Sub’s respective valid and lawful execution, delivery or performance of this Agreement or and the Plan of Merger or Ancillary Agreements, the consummation of the Transactionstransactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Time, except for (ia) the filing applicable requirements of the Registration Statement with the SEC HSR Act and the SEC’s declaration of effectiveness of the Registration Statementany other applicable Antitrust Law, (ii) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (vb) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of SPAC to perform the Company, Pubco or comply with on a timely basis any material obligation of SPAC under this Agreement or Merger Sub to consummate the Transactions Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (d) the filing with the SEC of (i) the Registration Statement and Proxy Statement and the declaration of the effectiveness thereof by the SEC and (viii) such reports under Section 13(a) or 15(d) of the Exchange Act as otherwise disclosed on Section 5.8 may be required in connection with this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby and (e) the filing of SPAC Disclosure Letterthe Certificates of Merger with the Secretary of State of the State of Delaware.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company SPAC contained in this AgreementAgreement and the other Transaction Agreements to which it is a party, no notice to, action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC the Company, Merger Sub or Merger Sub II with respect to SPAC’s execution or each of their execution, delivery and performance of this Agreement or and the Plan of Merger or other Transaction Agreements to which each is a party and the consummation by the Company, Merger Sub or Merger Sub II of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing of consents of, or submitting notifications, filings, notices or other submissions to, the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementGovernmental Authorities listed on Schedule 4.05, (ii) the filingsfiling (A) with the SEC of the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (B) any other documents or information required pursuant to applicable requirements, submissions and approvals contemplated by Section 10.10if any, of applicable Securities Laws, (iii) the filing of the Cayman Merger Documents compliance with and filings or notifications required to be filed with the Cayman Registrar state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in accordance connection with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing bythis Agreement, the Secretary of State of other Transaction Agreements or the State of Delaware in accordance with the DGCLTransactions, (iv) the filing of the Second Certificate First Plan of Merger with, and related documentation with the acceptance thereof for filing by, the Secretary Cayman Islands Registrar of State of the State of Delaware Companies in accordance with the DGCLCayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any actions, consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterMaterial Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company SPAC contained in this Agreement, no consent, clearance, waiver, approval or authorization of, or designation, declaration declaration, registration or filing with, or notification to, exemption from, or Permit of any Governmental Authority (each, a “Governmental Authorization”) or other Person is required on the part of SPAC any member of the Target Company Group with respect to SPACeach Target ​ ​ ​ Company’s execution or delivery of this Agreement Agreement, the execution or delivery of the Plan Ancillary Agreements by any member of Merger the Target Company Group or the consummation of the Transactionstransactions contemplated hereby and thereby (including, for the avoidance of doubt, the Reorganization), as applicable, except (a) for (i) the filing any applicable requirements of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementAntitrust Laws, (ii) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on materially impact the ability of SPAC the Target Companies to perform or comply with on a timely basis any material obligation obligations of SPAC the Target Companies under this Agreement Agreement, the Ancillary Agreements or to consummate the Transactions transactions contemplated hereunder and thereunder, (iii) the receipt of the Requisite Target Company Equityholder Approval, (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to be material to the Target Company Group, taken as a whole, and (viv) the filing of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration Statement, and (b) as otherwise disclosed set forth on Section 5.8 4.5 of SPAC the Target Company Disclosure Letter.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC with respect to SPAC’s execution or execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or the Plan of Merger or will be a party and the consummation of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementSPAC Disclosure Letter, (ii) the filingsfiling with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, submissions (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and approvals contemplated by (C) such reports under Section 10.1013(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) the filing of the Cayman First Plan of Merger Documents and related documentation with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLCompanies Law, (ivv) the filing of the Second Certificate Plan of Merger with, and related documentation with the acceptance thereof for filing by, the Secretary of State of the State of Delaware Cayman Registrar in accordance with the DGCLCayman Companies Law, and (vvi) any such notices to, actions by, consents, approvals, authorizationspermits or authorizations of, or designations, declarationsdeclarations or filings with, waivers or filingsany Governmental Authority, the absence of which would not, individually or in the aggregate, reasonably be expected to not have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterImpairment Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no No action by consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person or notice, approval, consent, waiver or authorization from any Governmental Authority or Person is required on the part of SPAC LIVB with respect to SPAC’s the execution or delivery and performance of this Agreement by LIVB or the Plan of Merger any Transaction Agreement to which LIVB is a party, as applicable, or the consummation of the TransactionsTransactions or the transactions contemplated thereby, except for (ia) the filing of the Registration Statement with the SEC (i) LIVB Plan of Merger and the SEC’s declaration of effectiveness of the Registration Statement, (ii) the filings, submissions and approvals contemplated by Section 10.10Closing LIVB Articles of Association, (iiib) the filing with the SEC of (i) the Proxy Statement / Prospectus (and the expiration of the Cayman Merger Documents waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of NASDAQ to permit the Covalto Ordinary Shares to be issued in connection with the Cayman Registrar in accordance with the Cayman Statute transactions contemplated by this Agreement and the filing other Transaction Agreements to be listed on NASDAQ, (d) the regulatory approvals set forth on ‎Section 9.1(a) of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLCompany Disclosure Schedule, (ive) the filing of the Second Certificate of Merger withLIVB Shareholder Approval, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, or (vf) any actions, consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterLIVB.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this AgreementNo action by, no notice, consent, waiverapproval, approval waiver or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC the Company or its Subsidiaries with respect to SPACthe Company’s execution or execution, delivery and performance of this Agreement or and the Plan of Merger or other Ancillary Agreements to which the Company is a party and the consummation of the Transactionstransactions contemplated hereby and thereby (each, a “Governmental Authorization”), except for (i) the filing filings and approvals set forth in Section 4.5 of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementCompany Disclosure Letter, (ii) the filingsfiling with the SEC of (A) the Registration Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, submissions and approvals the Ancillary Agreements or the transactions contemplated by Section 10.10hereby or thereby, (iii) the filing such filings with and approvals of the Cayman Merger Documents with the Cayman Registrar Stock Exchange to permit Swiss NewCo Class B Shares to be issued in accordance with this Agreement to be listed on the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLStock Exchange, (iv) the filing of the Second Certificate of Merger with, Documents under the DGCL and the acceptance thereof for filing byCayman Companies Act, the Secretary of State of the State of Delaware in accordance with the DGCLas appropriate, (v) the approvals and consents to be obtained on behalf of DE Merger Sub and US HoldCo pursuant to Section 7.6, (vi) the Required Regulatory Approvals or (vii) any actions, notices, consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which has not had, and would not, individually or in the aggregate, not reasonably be expected to have have, a material adverse effect on the ability of SPAC the Company to enter into and perform or comply with on a timely basis any material obligation of SPAC its obligations under this Agreement or is not, and would not reasonably be expected to consummate be, material to the Transactions business of the Company and (vi) its Subsidiaries, taken as otherwise disclosed on Section 5.8 of SPAC Disclosure Lettera whole.

Governmental Authorities; Consents. Assuming the truth and completeness accuracy of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC with respect to SPAC’s execution or and delivery of this Agreement or by the Plan SPAC Parties does not, and the performance by the SPAC Parties of Merger or this Agreement and the consummation of the TransactionsTransactions shall not, require any SPAC Party to obtain any Consent, except for (ia) compliance with the applicable requirements, if any, of the HSR Act, (b) the filing of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration Statement, (iii) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (ivii) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware Conversion in accordance with the DGCL, (viii) the Second Certificate of Merger in accordance with the DGCL, and (iv) the New Pubco Charter in accordance with the DGCL, (c) Consents that may be required solely by reason of the Company’s or the Company Subsidiaries’ (as opposed to any other third party’s) participation in the Transactions, (d) the filing with the SEC of (i) the Registration Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements, the Transactions or the transactions contemplated by the other Transaction Agreements, (e) such filings with and approval of Nasdaq to permit the New Pubco Common Stock to be issued in connection with the Transactions and the transactions contemplated by the other Transaction Agreements to be listed on Nasdaq, (f) the Required SPAC Stockholder Approval, and (g) any consents, approvals, authorizations, designations, declarations, waivers or filings, Consents the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterMaterial Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company Acquiror contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person (each, a “Governmental Authorization”) is required on the part of SPAC any of GCM PubCo, the Grosvenor Holders, the Grosvenor Companies or their Subsidiaries with respect to SPACGCM PubCo’s execution or any Grosvenor Company’s or Grosvenor Holder’s execution, delivery or performance of this Agreement or the Plan of Merger Ancillary Agreements or consummation by GCM PubCo, the Grosvenor Companies or the consummation Grosvenor Holders of the TransactionsTransactions (including, for clarity, the issuance by (i) the Surviving Corporation of the Surviving Corporation Common Stock and Surviving Corporation Warrants (including the shares of Surviving Corporation Common Stock issuable upon exercise thereof, when issued) and (ii) Grosvenor Capital of the GCM PubCo Matching Grosvenor Common Units and GCM PubCo Matching Grosvenor Warrants (including the Grosvenor Common Units issuable upon exercise thereof, when issued)), except for (i) the filing of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration Statement, (ii) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC GCM PubCo, the Grosvenor Holders or Grosvenor Companies to perform or comply with on a timely basis any of their material obligation of SPAC obligations under this Agreement or the Ancillary Agreements or to consummate the Transactions Transactions, (ii) any consents, approvals, authorizations, designations, declarations, waivers or filings related to the SEC, Nasdaq or NYSE, as applicable, and (viii) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letterthe Regulatory Approvals.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company Parties contained in this Agreement, no action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC any Acquiror Party with respect to SPAC’s the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Plan of Merger Acquiror Parties is a party, as applicable, or the consummation of the TransactionsTransactions or the transactions contemplated thereby, except for (ia) applicable requirements of the HSR Act, (b) the filing of the Registration Statement with the SEC (i) XxxxxXxxxxxx.xxx Articles of Merger and the SEC’s declaration of effectiveness of the Registration Statement, (ii) the filingsXxxxxxxxxxxx.xxx Articles of Merger, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar Acquiror Charter, each in accordance with the Cayman Statute DGCL and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLFRLLCA, (ivc) the filing with the SEC of (i) the Proxy Statement (and the expiration of the Second Certificate waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of Merger withoral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or Section 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (d) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the transactions contemplated by this Agreement and the acceptance thereof for filing by, other Transaction Agreements and to permit the Secretary of State of Acquiror Common Stock and Acquiror Warrants to be listed on Nasdaq following the State of Delaware in accordance with the DGCLClosing, (ve) the Acquiror Stockholder Approval, or (f) any actions, consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letteran Acquiror Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company Parties contained in this Agreement, no action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent, waiver or authorization from any Governmental Authority is required on the part of SPAC any Acquiror Party with respect to SPAC’s the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Plan of Merger Acquiror Parties is a party, as applicable, or the consummation of the TransactionsDomestication, the Transactions or the other transactions contemplated thereby, except for (ia) applicable requirements of the HSR Act, (b) the filing of (i) the Registration Statement with the SEC and the SEC’s declaration ZF Certificate of effectiveness of the Registration StatementMerger, (ii) the filings, submissions and approvals contemplated by Section 10.10IDX Certificate of Merger, (iii) the filing IDX Forward Certificate of Merger, and (iv) the Cayman Merger Documents with the Cayman Registrar Acquiror Charter, each in accordance with the Cayman Statute and DGCL and, the filing DLLCA in the case of the First IDX Forward Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLMerger, (ivc) the filing with the SEC of (i) the Registration Statement (and the effectiveness of the Second Certificate Registration Statement under the Securities Act) and (ii) such reports under Section 13(a) or 15(d) of Merger withthe Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions or the other transactions contemplated thereby, (d) such filings with and approval of NYSE or NASDAQ, as applicable, to permit the Acquiror Common Stock to be issued in connection with the transactions contemplated by this Agreement and the acceptance thereof for filing byother Transaction Agreements to be listed on the NYSE or NASDAQ, the Secretary of State of the State of Delaware in accordance as applicable, (e) all filings required to be made with the DGCL, Cayman Islands Registrar of Companies in connection with the Domestication or (vf) any actions, consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letteran Acquiror Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and Merger Sub contained in this Agreement, no action by, consent, waiverapproval, approval Permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC with respect to SPAC’s execution or execution, delivery and performance of this Agreement or Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party and the consummation of the Transactionstransactions contemplated hereby and thereby, except for (ia) obtaining the filing consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementSPAC Disclosure Schedules, (iib) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on SPAC Impairment Effect, (c) the ability filing with the SEC of SPAC (i) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (ii) any other documents or information required pursuant to perform or comply with on a timely basis any material obligation applicable requirements, if any, of SPAC under this Agreement or to consummate the Transactions applicable Securities Laws, and (viiii) such reports under Section 13(a) or 15(d) of the Exchange Act as otherwise disclosed on Section 5.8 may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (d) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (e) the filing of the Plan of Merger with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Act, and (f) the SPAC Disclosure LetterShareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness accuracy of the representations and warranties of the Company SPAC Parties contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC with respect to SPAC’s execution or and delivery of this Agreement or by the Plan Company does not, and the performance by the Company of Merger or this Agreement and the consummation of the Transactionstransactions contemplated hereby shall not, require the Company or any Subsidiary to obtain any Consent, except (a) for compliance with the applicable requirements, if any, of the HSR Act (iand any similar Law enforced by any Governmental Authority regarding acquisition notifications for the purpose of competition reviews), (b) the filing of the Registration Statement (i) Company Certificate of Merger and (ii) any filings required pursuant to the Domestication, (c) for Consents that may be required solely by reason of the SPAC Parties or the Merger Subs’ (as opposed to any other third party’s) participation in the transactions contemplated hereby, (d) the filing with the SEC and the SEC’s declaration of effectiveness of (i) the Registration Statement, the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the filingsExchange Act as may be required in connection with this Agreement, submissions the Transaction Agreements or the Transactions or the transactions contemplated thereby, (e) such filings with and approvals approval of Nasdaq to permit the SPAC Ordinary Shares to be issued in connection with the transactions contemplated by Section 10.10this Agreement and the other Transaction Agreements to be listed on Nasdaq, (iiif) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLRequired SPAC Shareholder Approval, (ivg) the filing of the Second Certificate of Merger with, as set forth in Schedule 4.05(g) and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (vh) any consents, approvals, authorizations, designations, declarations, waivers or filings, Consents the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterCompany Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC any Acquiror Party with respect to SPAC’s the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Plan of Merger Acquiror Parties is a party, as applicable, or the consummation of the TransactionsTransactions or the transactions contemplated thereby, except for (ia) applicable requirements of the HSR Act, (b) the filing of the Registration Statement with the SEC (i) Certificate of Merger I and the SEC’s declaration of effectiveness of the Registration Statement, (ii) the filingsCertificate of Merger II, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar Acquiror Charter, each in accordance with the Cayman Statute DGCL and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLDLLCA, (ivc) the filing with the SEC of (i) the Proxy Statement / Prospectus (and the expiration of the Second Certificate waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of Merger withoral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (d) such filings with and approval of the Selected National Securities Exchange to permit the Acquiror Common Stock to be issued in connection with the transactions contemplated by this Agreement and the acceptance thereof for filing byother Transaction Agreements to be listed on the Selected National Securities Exchange, the Secretary of State of the State of Delaware in accordance with the DGCL, or (ve) any actions, consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letteran Acquiror Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC any Acquiror Party with respect to SPACsuch Acquiror Party’s execution or execution, delivery and performance of this Agreement or and the Plan of Merger or other Transaction Agreements to which it is a party and the consummation of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Schedule 5.05 of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementAcquiror Disclosure Schedules, (ii) the filingsfiling with the SEC of (A) the Proxy Statement/Registration Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, submissions in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and approvals (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the transactions contemplated by Section 10.10hereby or thereby, (iii) the filing of the Cayman First Certificate of Merger Documents with the Cayman Registrar in accordance with the Cayman Statute DGCL and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger within accordance the DGCL and DLLCA, and (iv) in connection with the acceptance thereof for filing byDomestication, the Secretary of State applicable requirements and required approval of the State of Delaware in accordance with the DGCLCayman Registrar, or (v) any actions, consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letteran Acquiror Impairment Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC ListCo, Merger Sub or Merger Sub II with respect to SPAC’s execution or the execution, delivery and performance of this Agreement and the other Transaction Agreements by each of ListCo, Merger Sub and Merger Sub II to which it is or the Plan of Merger or will be a party and the consummation of the Transactions, except for (i) obtaining the filing of consents of, or submitting notifications, filings, notices or other submissions to, the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementGovernmental Authorities listed on Schedule 5.05, (ii) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on ListCo Impairment Effect, (iii) the ability filing with the SEC of SPAC (A) the Proxy Statement (B) any other documents or information required pursuant to perform applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or comply 15(d) of the Exchange Act as may be required in connection with on a timely basis any material obligation this Agreement, the other Transaction Agreements or the Transactions, (iv) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (v) the filing of SPAC under this Agreement or the Plans of Merger and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to consummate the Transactions Cayman Companies Act, and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letterthe ListCo Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company Parties contained in this Agreement, no action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC any Acquiror Party with respect to SPAC’s the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Plan of Merger Acquiror Parties is a party, as applicable, or the consummation of the TransactionsTransactions or the transactions contemplated thereby, except for (ia) applicable requirements of the HSR Act, (b) the filing of the Registration Statement with the SEC (i) BB Certificate of Merger and the SEC’s declaration of effectiveness of the Registration Statement, (ii) the filingsMyx Certificate of Merger, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar Acquiror Charter, each in accordance with the Cayman Statute DGCL and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLDLLCA, (ivc) the filing with the SEC of (i) the Proxy Statement / Prospectus (and the expiration of the Second Certificate waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of Merger withoral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (d) such filings with and approval of NYSE to permit the Acquiror Common Stock to be issued in connection with the transactions contemplated by this Agreement and the acceptance thereof for filing by, other Transaction Agreements to be listed on the Secretary of State of the State of Delaware in accordance with the DGCLNYSE, (ve) the Acquiror Stockholder Approval, or (f) any actions, consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letteran Acquiror Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company Acquiror Parties contained in this AgreementAgreement and the other Transaction Agreements to which it is a party, no action by, consent, waiverapproval, approval Permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC the Company with respect to SPAC’s execution or the execution, delivery and performance of this Agreement or and the Plan of Merger or other Transaction Agreements by the Company to which the Company is a party and the consummation of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Schedule 4.05 of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementCompany Disclosure Schedules, (ii) the filingsfiling with the SEC of (A) the Proxy Statement/Registration Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, submissions in the event the preliminary Proxy Statement/Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and approvals (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the transactions contemplated by Section 10.10hereby or thereby, (iii) the filing of the Cayman First Certificate of Merger Documents with the Cayman Registrar in accordance with the Cayman Statute DGCL and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, DGCL and DLLCA and (viv) any actions, consents, approvals, Permits or authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect and which would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the ability of SPAC the Company or any of its Subsidiaries to enter into and perform or comply with on a timely basis any material obligation of SPAC its obligations under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterAgreement.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no action by, consent, waiverapproval, approval Permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC Acquiror with respect to SPACAcquiror’s execution or execution, delivery and performance of this Agreement or and the Plan of Merger or Transaction Agreements to which it is a party and the consummation of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing of consents of, or submitting notifications, filings, notices or other submissions to, the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementGovernmental Authorities listed on Schedule 5.07, (ii) the filingsfiling with the SEC of (A) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, submissions in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and approvals (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the transactions contemplated by Section 10.10hereby or thereby, (iii) the filing of the Cayman Certificate of Merger Documents with the Cayman Registrar in accordance with the Cayman Statute DGCL and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLDLLCA, (iv) compliance with and filings under the filing of the Second Certificate of Merger withHSR Act, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) any actions, consents, approvals, Permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letteran Acquiror Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company SPAC contained in this Agreement, the Plan of Merger and the other Transaction Agreements to which SPAC is or will be a party, no consent, waiverapproval, approval Permit or authorization of, or designation, declaration or filing with, or notification to, with any Governmental Authority or other Person notice, approval, consent, waiver or authorization from any Governmental Authority is required on the part of SPAC the Company or Merger Sub with respect to SPAC’s execution or each of their execution, delivery and performance of this Agreement or Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party and the consummation of the Transactionstransactions contemplated hereby and thereby, except for (ia) obtaining the filing consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 4.05 of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementCompany Disclosure Schedules, (iib) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) obtaining any consents, approvals, Permits, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect, on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or the Company to consummate the Transactions Transactions, (c) the filing (i) with the SEC of the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (viii) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (d) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as otherwise disclosed on Section 5.8 may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (e) the filing of SPAC Disclosure Letterthe Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Act, and (f) the Company Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company SPAC contained in this AgreementAgreement and the other Transaction Agreements to which SPAC is or will be a party, no consent, waiverapproval, approval Permit or authorization of, or designation, declaration or filing with, or notification to, with any Governmental Authority or other Person notice, approval, consent, waiver or authorization from any Governmental Authority is required on the part of SPAC the Company, Merger Sub or Merger Sub II with respect to SPAC’s execution or each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which each is or the Plan of Merger or will be a party and the consummation by the Company, Merger Sub or Merger Sub II of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing of consents of, or submitting notifications, filings, notices or other submissions to, the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementGovernmental Authorities listed on Schedule 4.05, (ii) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Material Adverse Effect, (iii) the ability filing (A) with the SEC of SPAC the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (B) of any other documents or information required pursuant to perform applicable requirements, if any, of applicable Securities Laws, (iv) compliance with and filings or comply notifications required to be filed with on a timely basis any material obligation the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, and (v) the filing of SPAC under this Agreement or to consummate the Transactions First Plan of Merger, the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Act, and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letterthe Company Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC Acquiror with respect to SPACAcquiror’s execution or execution, delivery and performance of this Agreement or and the Plan of Merger or Transaction Agreements to which it is a party and the consummation of the Transactionstransactions contemplated hereby and thereby, except for (i) obtaining the filing of consents of, or submitting notifications, filings, notices or other submissions to, the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration StatementGovernmental Authorities listed on Schedule 4.05, (ii) the filingsfiling with the SEC of (A) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, submissions in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and approvals (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the transactions contemplated by Section 10.10hereby or thereby, (iii) the filing of the Cayman Certificates of Merger Documents with the Cayman Registrar in accordance with the Cayman Statute DGCL and the filing of the First Certificate of Merger with, DLLCA and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Second Certificate of Merger withany actions, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCL, (v) any consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure Letteran Acquiror Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company SPAC contained in this AgreementAgreement and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC the Company or Merger Sub with respect to SPAC’s execution or each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which each is or the Plan of Merger or will be a party and the consummation by the Company or Merger Sub of the TransactionsTransactions contemplated hereby and thereby, except for (i) the filing of the Registration Statement (A) with the SEC of the Proxy Statement/Prospectus and the SEC’s declaration of the effectiveness thereof by the SEC and (B) of the Registration Statementany other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (ii) compliance with and filings or notifications required to be filed with the filingsstate securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, submissions and approvals contemplated by Section 10.10the other Transaction Agreements or the Transactions, (iii) the filing of the Cayman First Plan of Merger Documents and related documentation with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLCompanies Law, (iv) the filing of the Second Certificate Plan of Merger with, and related documentation with the acceptance thereof for filing by, the Secretary of State of the State of Delaware Cayman Registrar in accordance with the DGCLCayman Companies Law, and (v) any such notices to, actions by, consents, approvals, authorizationspermits or authorizations of, or designations, declarationsdeclarations or filings with, waivers or filingsany Governmental Authority, the absence of which would not, individually or in the aggregate, reasonably be expected to not have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterMaterial Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness accuracy of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC with respect to SPAC’s execution or and delivery of this Agreement or by the Plan SPAC Parties does not, and the performance by the SPAC Parties of Merger or this Agreement and the consummation of the Transactionstransactions contemplated hereby shall not, require any SPAC Party to obtain any Consents from any Governmental Authority, except for (ia) for compliance with the applicable requirements, if any, of the HSR Act and the Identified Foreign Filings, (b) approval by FINRA of the Continuing Membership Application, (c) the filing of (i) the Registration Statement with the SEC Company Certificates of Merger and the SEC’s declaration of effectiveness of the Registration Statement, (ii) the filingsSPAC Charter, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar each in accordance with the Cayman Statute DGCL and the filing DLLCA, if applicable, for Consents that may be required solely by reason of the First Certificate of Merger with, and Company or its Subsidiaries’ (as opposed to any other third party’s) participation in the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with the DGCLtransactions contemplated hereby, (ive) the filing with the SEC of (i) the Proxy Statement (and the expiration of the Second Certificate waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of Merger withoral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (f) such filings with and approval of the NYSE (or, to the extent applicable, Nasdaq) to permit the SPAC Common Stock to be issued in connection with the transactions contemplated by this Agreement and the acceptance thereof for filing byother Transaction Agreements to be listed on the NYSE (or, to the Secretary of State of the State of Delaware in accordance with the DGCLextent applicable, Nasdaq), (vg) the Required SPAC Stockholder Approval, (h) as set forth in Schedule 4.05(h) and (i) any actions, consents, approvals, permits or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterMaterial Adverse Effect.

Governmental Authorities; Consents. Assuming Except as set forth in the truth and completeness next sentence, no Company Entity is required to submit any notice, report or other filing with any United States or foreign, federal, state, provincial or local governmental, regulatory or administrative authority, agency or commission (each, a “Governmental Authority”) or any other party or individual, corporation, partnership, association, limited liability company, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the representations and warranties Securities Exchange Act of 1934, as amended) (each a “Person”) in connection with the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of SPAC with respect to SPAC’s execution or delivery of this Agreement or the Plan of Merger any Transaction Document or the consummation of the Transactionstransactions contemplated hereby. No consent, approval, exemption, authorization or other action by any Governmental Authority or any other Person is required to be obtained by any Company Entity in connection with the execution, delivery and performance of any Transaction Document or the transactions contemplated hereby, except for (ia) filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the Other Antitrust Regulations, (b) the filing of the Registration Statement with the SEC and the SEC’s declaration of effectiveness of the Registration Statement, (ii) the filings, submissions and approvals contemplated by Section 10.10, (iii) the filing of the Cayman Merger Documents with the Cayman Registrar in accordance with the Cayman Statute and the filing of the First Certificate of Merger with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware in accordance with pursuant to the DGCL, (ivc) the filing consents required from the other parties to the Material Contracts as set forth in Section 3.04 of the Second Certificate of Merger withDisclosure Schedule (“Material Contracts Third Party Consents”), and (d) the acceptance thereof for filing by, consents required from the Secretary of State other parties to the Leases as set forth in Section 3.04 of the State of Delaware in accordance with the DGCLDisclosure Schedule (“Lease Consents”), (ve) the consents required from any foreign Governmental Authority as set forth in Section 3.04 of the Disclosure Schedule (“Foreign Consents”) and (f) consents, approvals, exemptions, authorizations, designationsfilings or notifications other than those set forth in clauses (a)-(e) above where the failure to obtain such consents, declarationsapprovals, waivers exemptions or filingsauthorizations, the absence of which or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of SPAC to perform or comply with on a timely basis any material obligation of SPAC under this Agreement or to consummate the Transactions and (vi) as otherwise disclosed on Section 5.8 of SPAC Disclosure LetterCompany Material Adverse Effect.