Common use of Governmental Consents Clause in Contracts

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company Seller is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, laws and Regulation D of the Securities Act of 1933, as amended (the "Securities Act").

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable any filing required by federal or state securities lawslaws and except, under certain circumstances, for filings and Regulation D notifications under the Xxxx-Xxxxx-Xxxxxx Improvements Act of the Securities Act1976, as amended, where applicable.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant notices required or permitted to applicable be filed with the Principal Market or certain state and federal securities lawscommissions, and Regulation D of the Securities Actwhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for any post-sale filings pursuant to applicable state securities laws, and Regulation D of which filings will be effected within the Securities Actapplicable time periods.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings filings, if any, pursuant to applicable state the securities laws, and Regulation D laws of the Securities Actstates of residence of the Investor, or such other post-closing filings as may be required.

Governmental Consents. No consent, approval, order qualification or authorization authority of, or registration, qualification, designation, declaration registration or filing with, any federallocal, state or local federal governmental authority on the part of the Company is required in connection with the valid execution, delivery or performance of this Agreement, or the offer, sale or issuance of the Warrant Shares, or the consummation of the transactions any transaction contemplated by this Subscriptionhereby, except for such filings pursuant as have been made prior to applicable state securities laws, and Regulation D of the Securities Actdate hereof.

Governmental Consents. No permit, consent, approval, license, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state court or local governmental authority on the part of the Company other Governmental Entity is required to be obtained or made in connection with the execution, delivery or performance of this Agreement by the Stockholder or the consummation by the Stockholder of any of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Acthereby.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, laws and Regulation D of the Securities Act of 1933, as amended (the "Securities Act."). --------------

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for such as has been duly and validly obtained or filed, or with respect to any filings pursuant to applicable state securities laws, and Regulation D of the Securities Act, and applicable state securities laws, that must be made after each Closing, as will be filed in a timely manner.

Governmental Consents. No consent, approval, order qualification or authorization authority of, or registration, qualification, designation, declaration registration or filing with, any federallocal, state or local federal governmental authority on the part of the Company is required in connection with the valid execution, delivery or performance of this Agreement, or the offer, sale or issuance of the Note Conversion Shares, or the consummation of the transactions any transaction contemplated by this Subscriptionhereby, except for such filings pursuant as have been made prior to applicable state securities laws, and Regulation D of the Securities Actdate hereof.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company Issuer is required in connection with the consummation of the transactions transaction contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to under all other applicable state securities laws, and Regulation D of laws as may be required in connection with the Securities Acttransactions contemplated by this Agreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for the filing of the Restated Certificate with the Secretary of State of the State of Delaware and any filings pursuant to applicable as may be required under state and federal securities laws, and Regulation D of the Securities Act.

Governmental Consents. No permit, consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Subscriptionhereby, except for filings pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to applicable state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority (each, a “Governmental Entity”) on the part of the Company is required in connection with the consummation issuance and sale of the transactions contemplated by this SubscriptionShares and Warrants to the Purchasers, except for such filings pursuant as have been made prior to the date hereof, and such additional post-Closing filings as may be required to comply with applicable state and federal securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for the post-sale filings pursuant to applicable federal and state securities laws, and Regulation D of which the Securities ActCompany undertakes to file within the applicable time periods.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, laws and Regulation D of the Securities Act of 1933, as amended (the "Securities Act").

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company Governmental Entity is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement and the related transaction documents, except for filings pursuant registration or qualification, or taking such action to secure exemption from such registration or qualification, of the Purchased Shares under applicable state or federal securities laws, which actions shall be taken, by and Regulation D at the expense of the Securities ActCompany, on a timely basis as may be required.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Subscription, Agreement and the Registration Rights Agreement except for filings pursuant to applicable state securities laws, and Regulation D of (i) filing with the Securities Actand Exchange Commission on Form 10-C; and (ii) such filings as have been made.

Governmental Consents. No consent, consent approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any U.S. federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, foreign, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscriptionthe Transaction Agreements, except for filings pursuant to applicable state securities laws, laws and Regulation D of the Securities Act of 1933, as amended (the "Securities Act").

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority Governmental Authority on the part of the Company is required in connection with the offer, sale, issuance or reservation for issuance of the Purchased Securities, the valid execution and delivery of this Agreement and the other Principal Agreements, or the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of under the Securities ActPrincipal Agreements.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for any filings that may be required pursuant to applicable state or federal securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority (each, a “Governmental Entity”) on the part of the Company is required in connection with the consummation issuance and sale of the transactions contemplated by this SubscriptionShares and Warrants to Purchaser, except for such filings pursuant as have been made prior to the date hereof, and such additional post-Closing filings as may be required to comply with applicable state and federal securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D sale of the Securities ActNotes to the Investor as contemplated hereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company company is required in connection with the consummation of the transactions transaction contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No Except as otherwise disclosed in the Registration Statement or pursuant to any applicable state securities laws, no permit, consent, approval, order approval or authorization of, or registration, qualification, designation, declaration to or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the execution, delivery and performance by the Company of this Agreement, or the consummation by the Company of the any other transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Acthereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state state, local or local provincial governmental authority on the part of the Company Buyer is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation execution and delivery of this Warrant and the offer, issuance, sale and delivery of the transactions contemplated by Shares, except such filings as shall have been made prior to and shall be effective on and as of the date of this SubscriptionWarrant, and except for filings pursuant to applicable required by federal and state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state state, local or local provincial governmental authority on the part of the Company Borrower is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant notices required or permitted to applicable be filed with certain state and federal securities lawscommissions, and Regulation D of the Securities Actwhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, or local governmental authority on the part of the Company is required in connection with the valid execution and delivery by the Company of the Transaction Documents to which it is a party, or the consummation by the Company of the transactions contemplated by this Subscriptionthe Transaction Documents to which it is a party, except for filings pursuant to applicable federal or state securities laws, laws and Regulation D the filing of the Securities ActCertificate of Designation with the Secretary of State of Delaware.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or of filing with, any federal, state state, or local governmental authority (other than filings required to be made under applicable Federal and State securities laws) on the part of the Company Licensee is required in connection with the consummation authorization, execution, delivery of this Agreement and performance of all obligations of Licensee under this Agreement, and the authorization, issuance and delivery of the transactions contemplated by this Subscription, except for filings Shares pursuant to applicable state securities laws, and Regulation D of the Securities Actthis Agreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for post-Closing filings pursuant to as may be required under applicable state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings the filings, if any, required pursuant to applicable state securities laws, or blue sky laws and any filing pursuant to Regulation D A+ of the Securities Actand Exchange Commission (“SEC”).

Governmental Consents. No consent, approval, order or authorization --------------------- of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority (each, a “Governmental Entity”) on the part of the Company is required in connection with the consummation issuance and sale of the transactions contemplated by this SubscriptionShares to the Purchasers, except for such filings pursuant as have been made prior to the date hereof, and such additional post-Closing filings as may be required to comply with applicable state and federal securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation issuance of the transactions contemplated by this SubscriptionIssue Shares and Warrants, except for such filings as are required pursuant to applicable federal and state securities laws and blue sky laws, and Regulation D of which filings will be effected within the Securities Actrequired statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionNote, except for filings pursuant to applicable state securities laws, laws and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, customary “blue sky” and Regulation D of the Securities Actfilings under state and federal securities laws.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for Agreement and such other filings pursuant to as may be required by applicable state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority Governmental Body is required on the part of the Company is required Buyer in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federallocal, state state, or local federal governmental authority is required on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings any filing required pursuant to the Securities Act and any applicable state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local foreign governmental authority on the part of any of the Company Companies is required in connection with the consummation of the Acquisition, the Contemplated Public Offering or any of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of Agreement or the Securities Actother Loan Documents.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for any filings that may be required pursuant to applicable state or federal securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualificationdeclaration of, designation, declaration or qualification or filing with, any federal, state or local governmental authority on the part of the Company Governmental Entity is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Subscriptionhereby, except for consents, approvals, orders, authorizations, registrations, declarations, qualifications or filings pursuant to applicable as may be required under federal or state securities laws, and Regulation D of laws in connection with the Securities Acttransactions set forth herein.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company Seller is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to any filing that may be required under applicable federal and/or state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, Agreement or the Registration Rights Agreement except for filings pursuant to applicable state securities laws, and Regulation D (a) the approval by the NASDAQ Stock Market of the Securities Actlisting of the Shares and (b) the filing of one or more registration statements and all amendments thereto with the Commission as contemplated by the Registration Rights Agreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for the notification pursuant to an Application for Listing of Additional Shares to The Nasdaq Stock Market and filings pursuant to applicable state securities laws, laws and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, federal or state or local governmental authority on the part of the Company Borrower or any of its subsidiaries is required in connection with the consummation execution, delivery and performance of this Agreement and the offer, sale or issuance of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActSecurities.

Governmental Consents. No consent, approval, order qualification or authorization authority of, or registration, qualification, designation, declaration registration or filing with, any federallocal, state or local federal governmental authority on the part of the Company is required in connection with the valid execution, delivery or performance of this Agreement, or the offer, sale or issuance of the Note Conversion Shares, or the Warrant Amendment or the consummation of the transactions any transaction contemplated by this Subscriptionhereby, except for such filings pursuant as have been made prior to applicable state securities laws, and Regulation D of the Securities Actdate hereof.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority Governmental Body is required on the part of Sellers or the Company is required Selling Person in connection with the consummation sale and purchase of the Assets or any of the other transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority Governmental Authority on the part of the Company or the Guarantors is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for (1) any filings pursuant to required by applicable state securities laws, rules and Regulation D of the Securities Actregulations; or (2) such other post-closing filings as may be required.

Governmental Consents. No consent, approval, order approval or authorization of, or registration, qualificationdeclaration, designation, declaration qualification or filing with, any federal, state or local governmental authority on the part of the Company Company, other than the Shareholder Approval and the filing of the Certificate of Amendment, is required in connection with the valid execution and delivery of the Transaction Documents, the offer, sale or issuance of the Purchased Shares and the Note Shares, or the consummation of the transactions any other transaction contemplated hereby other than as provided by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state or local governmental authority Governmental Entity on the part of the Company or any Subsidiary is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for (i) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, and (ii) such filings pursuant to required under applicable federal and state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on Governmental Authority having jurisdiction over the part business of the Company Purchaser or any of its Affiliates is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement or the License Agreement, except for filings pursuant where failure to applicable state securities laws, and Regulation D of the Securities Actobtain such would not have a Material Adverse Effect.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings required pursuant to applicable federal and state securities laws and blue sky laws, and Regulation D of which filings will be effected within the Securities Actrequired statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant notices required or permitted to applicable be filed with certain state and federal securities lawscommissions, and Regulation D of the Securities Actwhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscriptionthe Agreement, except for filings pursuant registration or qualification, or taking such action to secure exemption from such registration or qualification, of the Shares under applicable state or federal securities laws, which actions shall be taken, by and Regulation D at the expense of the Securities ActCompany, on a timely basis as may be required.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Subscription, Agreement except for filings pursuant to applicable state securities laws, and Regulation D of (i) filing with the Securities Actand Exchange Commission on Form 10-C; (ii) Shareholder Approval; and (iii) such filings as have been made.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, or local governmental authority (other than filings required to be made under applicable federal and state securities laws) on the part of the Company is required in connection with the consummation authorization, execution, delivery of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities lawsTransaction Documents and performance of all obligations of Company under the Transaction Documents, and Regulation D the authorization, issuance and delivery of the Securities ActSecurities.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, laws and Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and the laws of foreign jurisdictions in which the Stock is offered and sold.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required on or prior to the date hereof in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant notices required or permitted to applicable be filed with certain state and federal securities lawscommissions, and Regulation D of the Securities Actwhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or its Subsidiaries is required in connection with the consummation valid execution and delivery of this Agreement, or the offer, sale or issuance of the transactions contemplated by this SubscriptionShares hereunder, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Actsuch as has already been obtained.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActSubscription Agreement.

Governmental Consents. No consent, approval, order approval 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 and delivery of this Agreement, the Transaction Shares, or the Warrant or the consummation of the transactions contemplated by this Subscription, hereby or thereby except for filings pursuant to those which may be required under applicable federal and state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, qualification, order or authorization of, or registration, qualification, designation, declaration or filing with, any federallocal, state state, or local federal governmental authority is required on the part of the Company is required in connection with the consummation Company’s valid execution, delivery or performance of this Agreement, or the offer, sale or issuance of the transactions contemplated Shares by this Subscriptionthe Company, except for such filings pursuant as have been made prior to applicable state securities laws, the Closing and except any notices of sale required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation exchange of the transactions notes as contemplated by the terms of this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation valid execution and delivery of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or ----------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the any Acquired Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Act.as set forth in Exhibit A.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions transaction contemplated by this SubscriptionAgreement, except for certain state- required blue sky filings and the filing pursuant to applicable state securities laws, and Regulation D of the Securities Act.D.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for such filings as may be required pursuant to applicable federal and state securities laws, and Regulation D of which filings will be effected within the Securities Actrequired statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAct and the approval of the additional listing of the Shares, Warrant Shares and Placement Agent Warrant Shares with the NYSE MKT.

Governmental Consents. No consent, approval, order order, or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable the federal and state securities laws, and Regulation D of law filings to be made by the Securities ActCompany as necessary.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscriptionthe Agreement, except for other than any filings pursuant to applicable any federal or state securities lawslaws or any filing pursuant to the Xxxx-Xxxxx-Xxxxxx Premerger Notification Act ("HSR Act"), and Regulation D of the Securities Actif applicable.

Governmental Consents. No consent, approval, order or ---------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or order, authorization of, or registration, qualification, designation, license, declaration or filing with, with any federal, state Federal or local State governmental authority is required on the part of the Company is required Corporation in connection with the consummation of the transactions contemplated by this Subscriptionherein, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Actthose that have been obtained or made.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company Buyer is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing withwith any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission (each, a “Governmental Entity”), is required by or with respect to the Company, any federal, state Subsidiary or local governmental authority on the part of the Company is required Stockholders in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActTransactions.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for the filings pursuant to Regulation D of the Act and applicable state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, regional, state or local governmental authority on the part of the Company Purchaser is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActAgreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation execution and delivery of this Agreement or the offer, issuance, sale and delivery of the transactions contemplated Shares. Based in part on the representations made by the Purchaser in Section 4 of this SubscriptionAgreement, except for filings pursuant the offer and sale of the Shares to the Purchaser will be in compliance with applicable Federal and state securities laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualificationdeclaration of, designation, declaration or qualification or filing with, any federalGovernmental Entity, state or local governmental authority on the part of the Company is required by or with respect to either of Sellers or Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Subscriptionhereby, except for such consents, approvals, orders, authorizations, registrations, declarations, qualifications or filings pursuant to applicable as may be required under federal or state securities laws, and Regulation D of laws in connection with the Securities Acttransactions contemplated hereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, and Regulation D the approval of the Securities Act.assignment and transfer of the R&D Contracts

Governmental Consents. No material consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority Governmental Body is required on the part of the Company is required or any of its Subsidiaries in connection with any of the execution, delivery or performance of this Agreement or the other Company Documents or the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, hereby and Regulation D of the Securities Actthereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Act.such approvals or

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or any of its Subsidiaries is required in connection with the valid execution and delivery of any Transaction Document by the Company or the consummation of the transactions contemplated by this Subscriptionany Transaction Document, except for such filings pursuant to applicable state securities laws, and Regulation D of the Securities Actas are identified on Schedule 4.5.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities ActNotes or the Security Agreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, registration qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company each Investor is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for filings pursuant to applicable state securities laws, and Regulation D as expressly required or contemplated by the terms of the Securities ActTransaction Documents.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or its Subsidiaries is required in connection with the consummation valid execution and delivery of this Agreement, or the offer, sale or issuance of the transactions contemplated by this SubscriptionShares or Warrants hereunder, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Actsuch as has already been obtained.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state state, local or local provincial governmental authority on the part of the Company Seller is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Acthereunder.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any foreign, United States federal, state state, local or local provincial governmental authority on the part of the Company or any Subsidiary is required to be obtained in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to applicable state securities laws, and Regulation D of the Securities Act.with:

Governmental Consents. No consent, approval, order qualification or authorization of, or of registration, qualification, designation, declaration or filing with, any federallocal, state or local federal governmental authority on the part of the Company is required in connection with the valid execution, delivery or performance of this Stock Purchase Agreement or the Related Agreements, or the offer, sale or issuance of the Shares or the consummation of the transactions any transaction contemplated by this Subscriptionhereby, except for such additional filings pursuant as will be made by the Company to comply with applicable state and federal securities laws, and Regulation D with applicable general corporation laws of the Securities Actvarious states.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement or the Management Agreement or in connection with the performance by the Company of any of its obligations hereunder or thereunder including but not limited to, the valid offer, issue, sale or delivery of the Shares, except for the filings pursuant to applicable state federal securities laws, laws and Regulation D of the Securities Actrespective rules thereunder.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, the Transaction Documents except for filings pursuant to applicable state compliance with the securities and blue sky laws in the states and other jurisdictions in which Securities are offered and/or sold, which compliance will be effected in accordance with such laws, and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, federal or state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this SubscriptionAgreement, except for such filings pursuant to applicable state securities laws, and Regulation D of the Securities Actor registrations contemplated by Section 6 hereof.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant Agreement other than a Form D to applicable state securities laws, and Regulation D of be filed with the Securities Actand Exchange Commission and the filings required by applicable blue sky laws.