Common use of Governmental Consent Clause in Contracts

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely manner.

Governmental Consent. No consent, approval approval, authorization, order, registration or authorization qualification of or designation, declaration or filing with any such court or governmental authority on the part of the Company agency or body is required in connection with for the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer issue and sale of the Notes or the consummation by the Company of the transactions contemplated by this Indenture, except such consents, approvals, authorizations, registrations or qualifications as may be required under applicable federal the Securities Act and under state securities regulations, which filings or Blue Sky laws in connection with the purchase and qualifications or registrations, if required, will be accomplished in a timely mannerdistribution of the Notes pursuant to the Underwriting Agreement.

Governmental Consent. No consent, approval or authorization of of, or designation, declaration declaration, notification or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the NotesShares and, if applicable, the Conversion Shares, or the consummation of any other transaction contemplated by this Agreement, except qualification or registration (or taking i) the filing of such action notices as may be necessary to secure an exemption from qualification or registration requirements, if availablerequired under the Securities Act and (ii) of the offer and sale of the Notes such filings as may be required under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerlaws.

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, the Transaction Agreements or the offer, sale or issuance consummation of any other transaction contemplated by the NotesTransaction Agreements, except qualification or registration (or taking i) the filing of such action notices as may be necessary to secure an exemption from qualification or registration requirementsrequired under the Securities Act of 1933, if availableas amended (the “Securities Act”) of the offer and sale of the Notes (ii) such filings as may be required under applicable federal and state securities regulationslaws, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerfiled within the applicable periods therefor.

Governmental Consent. No consent, approval or authorization of of, or designation, declaration or filing with with, or other act by or in respect of any other person (including stockholders and creditors of the Company or any of its Subsidiaries) or any governmental authority on the part of the Company or any of its Subsidiaries is required in connection with the execution, delivery, performance, validity and enforceability of the Note Purchase Agreement, the Notes or any of the other Financing Documents or the valid execution offer, issue, sale and delivery of this Agreement, or the offer, sale or issuance of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerpursuant to the Note Purchase Agreement.

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company Buyer is required in connection with the valid execution and delivery of this Agreement and the issuance of the shares of Buyer Common Stock pursuant to Section 1.1 of the Agreement, or the offer, sale or issuance consummation of the Notesany other transaction contemplated by this Agreement, except qualification or registration (or taking the filing of such action notices as may be necessary to secure an exemption from qualification or registration requirements, if available) of required under the offer Securities Act and sale of the Notes such filings as may be required under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerlaws.

Governmental Consent. No consent, approval or authorization of of, or designation, declaration or filing with with, any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, Agreement and the Investor Rights Agreement or the offer, sale or issuance of the NotesSecurities, or the consummation of any other transaction contemplated hereby or thereby, except qualification or registration (or taking such action filings as may have been made prior to the Closings, except that any notices of sale required to be necessary to secure an exemption from qualification or registration requirements, if available) of filed with the offer Securities and sale of the Notes Exchange Commission under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely manner.Regulation

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the NotesShares, or the consummation of any other transaction contemplated by this Agreement, except qualification or registration (or taking the filing of such action notices as may be necessary to secure an exemption from qualification or registration requirementsrequired under the Securities Act of 1933, if availableas amended (the “Securities Act”) of the offer and sale of the Notes such filings as may be required under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerlaws.

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this AgreementAgreement and the Warrant, or the offer, sale or issuance of the NotesConversion Shares, the Warrant, the Warrant Shares, and the Make-Whole Shares, or the consummation of any other transaction contemplated by this Agreement, except qualification or registration (or taking i) the filing of such action notices as may be necessary to secure an exemption from qualification or registration requirements, if availablerequired under the Securities Act and (ii) of the offer and sale of the Notes such filings as may be required under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerlaws.

Governmental Consent. No Other than filings required by any applicable state securities laws which shall be made by the Company, neither the nature of the Company or of any of its businesses or properties, nor any relationship between the Company and any other person or entity, nor any circumstance in connection with this Agreement is such as to require the consent, approval or authorization of of, or designationfiling, declaration registration or filing with qualification with, any governmental authority on the part of the Company is required in connection with as a condition to the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely manner.

Governmental Consent. No Other than the filing of the -------------------- Certificate of Designation and certain notice filings with the Commission, no consent, approval or authorization of or registration, qualification, designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the NotesSecurities hereunder, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) the consummation of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerany other transaction contemplated hereby.

Governmental Consent. No consent, approval approval, order or authorization of of, or registration, qualification, designation, declaration or filing with with, any governmental authority on the part of by the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, issue, sale and delivery of the Shares under this Agreement, or the issuance of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) common stock of the offer and sale Company on the conversion of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerShares.

Governmental Consent. No consent, approval or authorization of -------------------- or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with with: (a) the valid execution and delivery of this Agreement or the Rights Agreement, ; or (b) the offer, sale or issuance of the NotesSeries A Shares, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) the issuance of the offer and sale shares of Common Stock issuable upon conversion of the Notes under applicable federal Series A Preferred Stock or (c) the obtaining of the consents, permits and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished waivers specified in a timely mannersubsection 5.1(b) hereof.

Governmental Consent. No consent, approval approval, order or authorization of of, or registration, qualification, designation, declaration or filing with with, any governmental authority is required on the part of the Company is required or any Subsidiary in connection with the valid execution and delivery of this Agreement and the Amended Rights Agreement, the offer, issuance, sale and delivery of the Shares, or the offerother transactions to be consummated at the Closing, sale or issuance as contemplated by this Agreement, except such filings as shall have been made prior to and shall be effective on and as of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerClosing.

Governmental Consent. No consent, approval approval, order or authorization of of, or registration, qualification, designation, declaration or filing with with, any federal, state or local governmental authority on the part of the Company is required in connection with the valid execution consummation of the transactions contemplated by this Agreement and delivery of this Agreement, or the offer, sale or issuance of the NotesSeries A Preferred, except qualification or registration (or taking such action as may be necessary for filings pursuant to secure an exemption from qualification or registration requirements, if available) of Regulation D under the offer Securities Act and sale of the Notes under applicable federal and similar state securities regulationslaw filings, which filings and qualifications or registrations, if required, will be accomplished in a timely mannereffected within the applicable period therefor.

Governmental Consent. No consent, approval or authorization of of, -------------------- or designation, declaration or filing with with, any governmental authority on the part of the Company is required in connection with for the valid execution and delivery of this Agreement, Agreement or performance thereunder or the valid offer, issue, sale or issuance of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale delivery of the Notes pursuant to this Agreement, provided that the Company makes no representation or -------- warranty as to any consents, approvals, authorizations, declarations or filings required under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerlaws regulating insurance companies as such.

Governmental Consent. Etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the NotesShares, or the consummation of any other transaction contemplated hereby, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under required by applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerlaws.

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the NotesShares, or the consummation of any other transaction contemplated hereby, except qualification or the filing with the SEC of a registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) statement on Form S-3 for the purpose of registering the offer and sale of Common Stock underlying the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerShares.

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this the Agreement, or the offer, sale or issuance consummation of the Notesany other transaction contemplated hereby, except qualification or registration (or taking such action for any post-closing filings as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes required under applicable federal and or state securities regulationslaws, which filings and qualifications or registrations, if required, will be accomplished in timely filed within the applicable periods therefor and except for the filing with the SEC of a timely mannerregistration statement on Form S-3 for the purpose of registering the Common Stock.

Governmental Consent. No consent, approval or authorization of or registration, qualification, designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution execution, delivery and delivery performance of this Agreement, or the offer, sale or issuance of the NotesShares and the Warrants (and the issuance of the Common Stock issuable upon exercise of the Warrants), or the consummation of any other transaction contemplated hereby except qualification or registration (or taking such action as for filings that may be necessary required to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under comply with applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerlaws.

Governmental Consent. No consent, approval or authorization of of, or designation, declaration or filing with with, any governmental authority on the part of the Company or any of its Subsidiaries is required in connection with for the valid execution and delivery of this Agreement, Agreement or the valid offer, issue, sale or issuance and delivery of the Notes, except qualification or registration (or taking such action as may be necessary Securities pursuant to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerthis Agreement.

Governmental Consent. No consent, approval approval, order or -------------------- authorization of of, or registration, qualification, designation, declaration or filing with with, any federal, state or local governmental authority on the part of the Company is required in connection with the valid execution consummation of the transactions contemplated by this Agreement and delivery of this Agreement, or the offer, sale or issuance of the NotesSeries A Preferred, except qualification or registration (or taking such action as may be necessary for filings pursuant to secure an exemption from qualification or registration requirements, if available) of Regulation D under the offer Securities Act and sale of the Notes under applicable federal and similar state securities regulationslaw filings, which filings and qualifications or registrations, if required, will be accomplished in a timely mannereffected within the applicable period therefore.

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority is required on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the NotesShares, or the consummation of any other transaction contemplated by the Agreements, except the qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirementsqualification, if available) of the offer and sale of the Notes Shares under applicable federal and state securities regulationslaws, which filings and qualifications (or registrations, if required, actions) will be accomplished in a timely mannersought within the applicable periods therefor.

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the NotesShares and the Warrant Shares, or the consummation of any other transaction contemplated by this Agreement, except qualification or registration (or taking i) the filing of such action notices as may be necessary to secure an exemption from qualification or registration requirementsrequired under the Securities Act of 1933, if availableas amended (the “Securities Act”) of the offer and sale of the Notes (ii) such filings as may be required under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerlaws.

Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the NotesSecurities hereunder, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) the consummation of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerany other transaction contemplated hereby.

Governmental Consent. No Except for such as may be required under any federal or state securities laws, statutes, rules or regulations (as to which no representation or warranty is made), no consent, approval approval, order or authorization of of, or registration, qualification, designation, declaration or filing with with, any governmental authority on by the part of the Company Purchaser is required in connection with the valid execution and delivery of this Agreement, its purchase of the Shares under this Agreement, or the offer, sale or issuance to the Purchaser of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) common stock of the offer and sale Company on the conversion of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely mannerShares.

Governmental Consent. No consent, approval or authorization of or -------------------- designation, declaration or filing with any governmental authority on the part of the Company is required in connection with with: (a) the valid execution and delivery of this Agreement or the Rights Agreement, ; or (b) the offer, sale or issuance of the NotesSeries B Shares, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) the issuance of the offer and sale shares of Common Stock issuable upon conversion of the Notes under applicable federal Series B Shares or (c) the obtaining of the consents, permits and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished waivers specified in a timely mannersubsection 5.1(b) hereof.