Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of 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 Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; (ii) 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby and (iii) the filing of the Merger Certificate in accordance with the DGCL.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (eachor notice, a “approval, consent waiver or authorization from any Governmental Authorization”) Authority is required on the part of the Company or its Subsidiaries with respect to the Company’s execution execution, delivery or delivery performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; (iia) 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby and in accordance with the terms hereof, (iiib) the filing of the Certificate of Merger Certificate in accordance with the DGCLand (c) as otherwise disclosed on Schedule 4.05.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of 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 Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (ia) applicable requirements of the HSR Act; (iib) 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby and (iiic) the filing of the Merger Certificate in accordance with the DGCL.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror 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 Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; and (ii) 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby and (iiiii) the filing of the Plan of Merger Certificate in accordance with the DGCLCayman Statute.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror Buyer contained in this AgreementAgreement are true, correct and complete and except as may result from any facts or circumstances relating solely to Buyer or any of its Affiliates, no consent, waiverclearance, license, permit, approval or authorization of, notice to, or designation, declaration or filing with, or notification to, any Governmental Authority (eachexcluding any Governmental Authority that constitutes a customer, but only in such capacity as a “Governmental Authorization”customer of the Business) is required on the part of the any of Seller Parent, Sellers, any Purchased Company or its Subsidiaries the Purchased Subsidiary with respect to the Company’s execution or delivery of this Agreement or the any Ancillary Agreement or consummation by the Company of the Purchase and Sale and the other transactions contemplated herebyin this Agreement and the Ancillary Agreements, except for (ia) applicable requirements of the HSR Act; , (iib) any consents, clearances, licenses, permits, approvals, authorizations, notices, designations, declarations, waivers declarations or filings, the absence of which would not, individually or in not be material to 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 to consummate the transactions contemplated hereby and (iii) the filing of the Merger Certificate in accordance with the DGCL.Business,

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of 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 Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; (ii) 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby or be material to the business of the Company and its Subsidiaries, taken as a whole, and (iii) the filing of the Merger Certificate in accordance with the DGCL.

Governmental Authorities; Consents. Assuming the truth true and completeness of the representations and warranties of 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 Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; , (ii) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had, and 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby hereby, and (iii) the filing of the Plan of Merger Certificate and the requisite ancillary documents in accordance with the DGCLCayman Act.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror the Purchasers contained in this Agreement, except as set forth in Section 4.5 of the Company Disclosure Letter, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; (ii) 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby and (iii) the filing of the Merger Certificate in accordance with the DGCLhereby.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of 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 Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; (ii) 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby or be material to the business of the Company and its Subsidiaries, taken as a whole and (iii) the filing of the Merger Certificate in accordance with the DGCL.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror contained in this AgreementExcept as otherwise provided herein, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (eachor notice, a “approval, consent waiver or authorization from any Governmental Authorization”) Authority is required on the part of the Company or its Subsidiaries with respect to the Company’s execution execution, delivery or delivery performance of this Agreement or the consummation by the Company of the transactions Transactions contemplated hereby, except for (ia) applicable requirements of the HSR Act; , (iib) approvals by the Financial Industry Regulatory Authority (“FINRA”) under FINRA Rule 1017, (c) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected foreseeable to have a material adverse effect 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 to consummate the transactions Transactions contemplated hereby and (iii) the filing of the Merger Certificate in accordance with the DGCLterms hereof and (d) as otherwise disclosed on Schedule 3.05. The Company and any Subsidiary of the Company is not required to register with the Commodity Futures Trading Commission as a “commodity pool operator” or “commodity trading advisor” (each as defined in the Commodity Exchange Act of 1936).

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of 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 Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; (ii) 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby and (iii) the filing of the Certificates of Merger Certificate in accordance with the DGCL.

Governmental Authorities; Consents. Assuming Except as otherwise provided herein (including, without limitation, the truth and completeness filing of the representations and warranties Company Plan of Acquiror contained in this AgreementMerger with the Cayman Registrar), no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (eachor notice, a “approval, consent waiver or authorization from any Governmental Authorization”) Authority is required on the part of the Company or its Subsidiaries with respect to the Company’s execution execution, delivery or delivery performance of this Agreement or the consummation by the Company of the transactions Transactions contemplated hereby, except for (ia) applicable requirements of the HSR Act; Act and (iib) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected foreseeable to have a material adverse effect 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 to consummate the transactions Transactions contemplated hereby and (iii) the filing of the Merger Certificate in accordance with the DGCLterms hereof.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of 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 Authorization”) is required on the part of the Company or its Subsidiaries such Member with respect to the Companysuch Member’s execution or delivery of this Agreement or the consummation by the Company such Member of the transactions contemplated hereby, except for (i) applicable requirements of the HSR ActAct or other applicable antitrust or competition Laws; and (ii) 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 the Company such Member to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby and (iii) the filing of the Merger Certificate in accordance with the DGCLhereby.

Governmental Authorities; Consents. Assuming the truth true and completeness of the representations and warranties of 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 Authorization”) is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act; , (ii) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had, and 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 the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the transactions contemplated hereby and (iii) the filing of the Merger Certificate in accordance with the DGCLhereby.