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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance notices required or permitted to be filed with notice filing certain state and other requirements under federal and applicable state securities lawscommissions, which compliance notices will have occurred within the appropriate time periods thereforbe 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 Agreement, except for certain post-closing filings as may be required pursuant to federal securities laws and under the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within “Blue Sky” laws of the appropriate time periods thereforvarious states.

Governmental Consents. No consent, approval, order order, or authorization of, or registration, qualification, designation, declaration 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 for the consummation execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale of the transactions contemplated by this AgreementShares, except for the compliance with notice filing and other requirements under federal and filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which compliance notices will have occurred within be filed by the appropriate time periods thereforCompany on a timely basis.

Governmental Consents. No consent, approval, order order, or ---------------------- authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, local, or local provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreementhereby or thereby, except for the compliance with notice filing and other requirements than filings required under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 consummation valid execution, delivery or performance of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Note Conversion Shares, or the consummation of any transaction contemplated hereby, except for such filings as have been made prior to the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefordate 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 or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with the compliance with notice filing Principal Market or certain state and other requirements under federal and applicable state securities lawscommissions, which compliance notices will have occurred within the appropriate time periods thereforbe 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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities lawslaws and Regulation D of the Securities Act of 1933, which compliance will have occurred within as amended (the appropriate time periods therefor."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 Agreement, except for filings, if any, pursuant to the compliance with notice filing and securities laws of the states of residence of the Investor, or such other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforpost-closing filings as may be required.

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 Agreement, except for the compliance with notice filing and other requirements under federal and any post-sale filings pursuant to applicable state securities laws, which compliance filings will have occurred be effected within the appropriate applicable time periods thereforperiods.

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 Agreement, except for the compliance filing of the Restated Certificate with notice filing the Secretary of State of the State of Delaware and other requirements any filings as may be required under state and federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreementhereby, except for filings pursuant to Regulation D under the compliance with notice filing Securities Act of 1933, as amended (the “Securities Act”), and other requirements under federal and pursuant to applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice any filing and other requirements under required by federal and applicable or state securities lawslaws and except, which compliance will have occurred within under certain circumstances, for filings and notifications under the appropriate time periods therefor▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Improvements Act of 1976, 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, or local governmental authority on the part of the Company such Purchaser is required in connection with the valid execution and delivery by such Purchaser of the Transaction Documents to which it is a party, or the consummation by such Purchaser of the transactions contemplated by this Agreementthe Transaction Documents to which it is a party, except for such filings as have been made prior to the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforClosing.

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 Agreement, except for the compliance with notice filing and other requirements under post-sale filings pursuant to applicable federal and applicable state securities laws, which compliance will have occurred the Company undertakes to file within the appropriate applicable time periods thereforperiods.

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 Seller is required in connection with the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 AgreementShares and Warrants to the Purchasers, except for such filings as have been made prior to the compliance date hereof, and such additional post-Closing filings as may be required to comply with notice filing and other requirements under federal and applicable state and federal securities laws, which compliance will have occurred within the appropriate time periods therefor.

Governmental Consents. No consent, approval, 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 Holdings is required in connection with the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing and Holdings Agreements other requirements under federal and applicable state securities laws, which compliance will have occurred within than those filings required to be made to perfect the appropriate time periods thereforsecurity interests granted by Holdings pursuant to the Holdings Agreements.

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 the transactions contemplated by this Agreement and performance of all obligations of Licensee under this Agreement, except for and the compliance with notice filing authorization, issuance and other requirements under federal and applicable state securities laws, which compliance will have occurred within delivery of the appropriate time periods thereforShares pursuant to 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 Agreement, except for the compliance with notice filing and other requirements post-Closing filings as may be required under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance notices required or permitted to be filed with notice filing certain state and other requirements under federal and applicable state securities lawscommissions, which compliance notices will have occurred within the appropriate time periods thereforbe filed on a timely basis.

Governmental Consents. No consent, approval, 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 Agreement, except for the compliance with notice filing and Company Agreements other requirements under federal and applicable state securities laws, which compliance will have occurred within than those filings required to be made to perfect the appropriate time periods thereforsecurity interests granted by the Company pursuant to the Company 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 Companies is required in connection with the consummation of the transactions contemplated by this Agreementthe Transaction Documents, except for the compliance notices required or permitted to be filed with notice filing certain state and other requirements under federal and applicable state securities lawscommissions, which compliance notices will have occurred within the appropriate time periods thereforbe 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 Agreement, except for the compliance with notice filing and other requirements under any filings that may be required pursuant to state or federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 AgreementShares and Warrants to Purchaser, except for such filings as have been made prior to the compliance date hereof, and such additional post-Closing filings as may be required to comply with notice filing and other requirements under federal and applicable state and federal securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 sale of the Notes to the Investor as contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforhereby.

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 Agreementthe Transaction Documents to which it is a party, except for the compliance with notice filing and other requirements under filings pursuant to federal and applicable or state securities laws, which compliance will have occurred within laws and the appropriate time periods thereforfiling of the Certificate of Designation with the Secretary of State of Delaware.

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 AgreementAgreement and the related transaction documents, except for registration or qualification, or taking such action to secure exemption from such registration or qualification, of the compliance with notice filing and other requirements Purchased Shares under federal and applicable state or federal securities laws, which compliance will have occurred within actions shall be taken, by and at the appropriate time periods thereforexpense of the Company, 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 Agreement, Agreement and the Registration Rights Agreement except for (i) filing with the compliance with notice filing Securities and other requirements under federal Exchange Commission on Form 10-C; and applicable state securities laws, which compliance will (ii) such filings as have occurred within the appropriate time periods thereforbeen made.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for (i) the compliance filing of the Restated Certificate with notice filing the Secretary of State of the State of Delaware, and other requirements (ii) such filings required under applicable federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice filing and other requirements under federal and (1) any filings required by applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforrules and regulations; or (2) such other post-closing filings 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 is required in connection with the consummation of the transactions contemplated by this AgreementNote, except for filings pursuant to applicable securities laws and Regulation D of the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforSecurities 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 AgreementSubscription, except for the compliance with notice filing and other requirements under federal and filings pursuant to any applicable state securities laws, which compliance will have occurred within laws and Regulation D of the appropriate time periods thereforSecurities 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 Agreement, except for the compliance with notice filing of a Form D and any other requirements filings required be made under federal and applicable the laws of the state securities lawsin which the investor resides, which compliance will have occurred within be made as required by such laws and the appropriate time periods thereforfiling of a registration statement and all amendments thereto with the SEC as 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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable filings pursuant to state securities lawslaws (all of which have been made by the Company, which compliance other than those that are required to be made after the Closing and that will have occurred be duly made within the appropriate time periods thereforperiod required by such laws).

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 AgreementAgreement and/or the Notes, except for the compliance with notice filing and other requirements under federal and filings pursuant to applicable state securities lawslaws and Regulation D of the Securities Act of 1933, which compliance will have occurred within as amended (the appropriate time periods therefor“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 the Agreement, except for registration or qualification, or taking such action to secure exemption from such registration or qualification, of the compliance with notice filing and other requirements Shares under federal and applicable state or federal securities laws, which compliance will have occurred within actions shall be taken, by and at the appropriate time periods thereforexpense of the Company, 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 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 Agreement, except for Agreement or the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforLoan 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 (i) the consummation execution, delivery and performance of the transactions contemplated by this AgreementTransaction Documents, and (ii) the issuance, sale and delivery of the Shares, except for the compliance with notice filing and other requirements under such filings required pursuant to applicable federal and applicable state securities laws and blue sky laws, which compliance filings, if any, will have occurred be effected by the Company within the appropriate time periods thereforrequired statutory period.

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 consummation execution, delivery and performance by the Company of the transactions contemplated by this Agreement, except for or the compliance with notice filing and consummation by the Company of any other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefortransactions contemplated hereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration qualification 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 of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and filings, if any, required pursuant to applicable state securities laws, which compliance filings will have occurred be made within the appropriate time periods thereforrequired statutory period.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Subsidiary is required in connection with the consummation of the transactions contemplated by described in this Agreement, except for those as shall have been obtained or made prior to the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforClosing.

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 Agreement, except for the compliance notices required or permitted to be filed with notice filing certain state and other requirements under federal and applicable state securities lawscommissions, which compliance notices will have occurred within the appropriate time periods thereforbe filed on a timely basis.

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 AgreementShares to the Purchasers, except for such filings as have been made prior to the compliance date hereof, and such additional post-Closing filings as may be required to comply with notice filing and other requirements under federal and applicable state and federal securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 AgreementTransaction Documents and performance of all obligations of Company under the Transaction Documents, except for and the compliance with notice filing authorization, issuance and other requirements under federal and applicable state securities laws, which compliance will have occurred within delivery of the appropriate time periods thereforSecurities.

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 Agreement, except for the compliance with notice any filing and other requirements that may be required under applicable federal and applicable and/or state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Purchaser is required in connection with the valid execution and delivery by the Purchaser of the Transaction Documents to which it is a party, or the consummation by the Purchaser of the transactions contemplated by this Agreementthe Transaction Documents to which it is a party, except for such filings as have been made prior to the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforClosing.

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 Agreement, Agreement or the Registration Rights Agreement except for (a) the compliance approval by the NASDAQ Stock Market of the listing of the Shares and (b) the filing of one or more registration statements and all amendments thereto with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforCommission 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 or its Subsidiaries is required in connection with the consummation valid execution and delivery of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Shares hereunder, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforsuch 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 AgreementAgreement or any Schedule, except for (i) certain post-closing filings as may be required pursuant to federal securities laws and under the compliance with notice “Blue Sky” laws of the various states and (ii) any required filing and other requirements under federal and applicable state securities lawsthe ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, which compliance will have occurred within as amended (the appropriate time periods therefor“HSR 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 AgreementIssue Shares and Warrants, except for the compliance with notice filing and other requirements under such filings as are required pursuant to applicable federal and applicable state securities laws and blue sky laws, which compliance filings will have occurred be effected within the appropriate time periods thereforrequired 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 or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement except for (i) filing with the compliance with notice filing Securities and other requirements under federal Exchange Commission on Form 10-C; (ii) Shareholder Approval; and applicable state securities laws, which compliance will (iii) such filings as have occurred within the appropriate time periods thereforbeen made.

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 Agreement, except for the compliance with notice filing and other requirements under any filings that may be required pursuant to state or federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice filing notification pursuant to an Application for Listing of Additional Shares to The Nasdaq Stock Market and other requirements under federal and filings pursuant to applicable state securities laws, which compliance will have occurred within laws and Regulation D of the appropriate time periods thereforSecurities 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 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 this AgreementShares, except such filings as shall have been made prior to and shall be effective on and as of the date of this Warrant, and except for the compliance with notice filing and other requirements under filings required by federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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, the Ancillary Agreements and the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforhereby or thereby.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice filing and other requirements under federal and filings, if any, required pursuant to applicable state securities laws, which compliance will have occurred within or blue sky laws and any filing pursuant to Regulation A+ of the appropriate time periods thereforSecurities and 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 Governmental Entity is required on the part of the Company is required in connection with order to enable the consummation of Company to execute, deliver and perform its obligations under this Agreement or the Company Related Agreements and to consummate the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforhereby or thereby.

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 Agreement, except for the compliance with notice filing Agreement and such other requirements under federal and filings as may be required by applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

Governmental Consents. No consent, approval, order order, or authorization of, or registration, qualification, designation, declaration declaration, or notice to or filing with, any federaljudicial, state governmental or local governmental regulatory authority or entity is required on the part of the Company is required in connection with the consummation execution and delivery of this Agreement or any Ancillary Agreements, the offer, sale and delivery of the Shares, or the other transactions to be consummated at the Closing as contemplated by this Agreement, except for as set forth on Schedule 3.5 of the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforCompany Disclosure Schedule.

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 such Other Stockholder is required in connection with the consummation execution, delivery and performance of this Agreement or the transactions contemplated by this Purchase Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

Governmental Consents. (i) 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 Agreement, except for such notices required or permitted to be filed with certain state and federal securities commissions after the compliance with notice filing and other requirements under federal and applicable state securities lawsdate of this Agreement, which compliance notices will have occurred within the appropriate time periods thereforbe 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 Agreement, except for the compliance with notice filing and other requirements under filings required pursuant to applicable federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 is required in connection with the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and filings, if any, required pursuant to applicable state securities laws, which compliance filings will have occurred be made within the appropriate time periods thereforrequired statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local other governmental authority on the part of the Company Investor is required in connection with the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 or its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 consummation of the transactions contemplated by this AgreementAmendment and the other New Transaction Agreements, except for [the compliance filing of the Amended and Restated AOA with notice filing and other requirements the Companies’ Registrar, the increase of the share capital of the Company and] the registration of the various charges created under federal and the New Security Documents with the applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforGovernmental Authorities.

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 Agreementhereby, except for the compliance with notice filing and other requirements such consents, approvals, orders, authorizations, registrations, declarations, qualifications or filings as may be required under federal and applicable or state securities laws, which compliance will have occurred within laws in connection with the appropriate time periods therefortransactions 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 Agreement, except for the compliance with notice filing approval of the assignment and other requirements under federal and applicable state securities laws, which compliance will have occurred within transfer of the appropriate time periods therefor.R&D Contracts

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federalFederal, 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 Agreement, Agreement and the Warrant except for the (a) compliance with notice filing the securities and blue sky laws in the states and other requirements under federal jurisdictions in which shares of Common Stock are offered and/or sold, and applicable state securities laws, which compliance will have occurred within (b) the appropriate time periods thereforfiling of a registration statement and all amendments thereto with the SEC as contemplated by Section IV of this Agreement.

Governmental Consents. No consent, approval, order order, or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with for the consummation execution, delivery, and performance by the Company of the transactions contemplated by this AgreementTransaction Documents and the offer, issuance, and sale of the Shares, except for the compliance with notice filing and other requirements under federal and post-sale filings pursuant to applicable state and federal securities laws, which compliance will have occurred within be made by the appropriate time periods thereforCompany on a timely basis.

Governmental Consents. No 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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice filing and other requirements under such filings as may be required pursuant to applicable federal and applicable state securities laws, which compliance filings will have occurred be effected within the appropriate time periods thereforrequired 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 the Agreement, except for the compliance with notice filing and other requirements under than any filings pursuant to any federal and applicable or state securities lawslaws or any filing pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Premerger Notification Act ("HSR Act"), which compliance will have occurred within the appropriate time periods thereforif 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 Governmental Authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for the compliance notices required or permitted to be filed with notice filing certain state and other requirements under federal and applicable state securities lawscommissions, which compliance notices will have occurred within the appropriate time periods thereforbe filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federalGovernmental Entity, state foreign or local governmental domestic, authority on the part of the Company Purchasers is required in connection with the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

Governmental Consents. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing withwith any court, any administrative agency or commission or other federal, state state, county, local or local foreign governmental authority on the part of authority, instrumentality, agency or commission (each, a “Governmental Entity”), is required by or with respect to the Company is required or the Stockholders in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforTransactions.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 AgreementShares to the Investor, except for such filings as have been made prior to the compliance date hereof, and such additional post-Closing filings as may be required to comply with notice filing and other requirements under federal and applicable state and federal securities laws, which compliance will have occurred within the appropriate time periods therefor.

Governmental Consents. No consent, approval, order order, or authorization of, of or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, or local governmental authority is required on the part of the Company is required in connection with order to enable the consummation of the transactions contemplated by Company to execute, deliver, and perform its obligations under this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Purchaser is required in connection with the valid execution and delivery by Purchaser of the Transaction Documents to which she is a party, or the consummation by such Purchaser of the transactions contemplated by this Agreementthe Transaction Documents to which she is a party, except for such filings as have been made prior to the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforClosing.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforTransactions.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.as set forth in Exhibit A.

Governmental Consents. No Except as provided in Section 5.01(f) and Section 5.01(g), 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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Guarantor is required in connection with the consummation of the transactions contemplated by this Agreementthe Transaction Documents, except for the compliance notices required or permitted to be filed with notice filing certain state and other requirements under federal and applicable state securities lawscommissions, which compliance notices will have occurred within the appropriate time periods thereforbe 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 any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement except for the (i) filings with respect to compliance with notice the Hart-Scott-Rodino Ant▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ts Act of 1976, as amended; (ii) filing with the Securities and other requirements under federal Exchange Commission on Form 10-C; and applicable state securities laws, which compliance will (iii) such filings as have occurred within the appropriate time periods thereforbeen made.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforsuch filings or 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 Purchaser is required in connection with the consummation of the transactions contemplated by this Agreement, except for the compliance with notice filing Amendment and other requirements under federal the Subordination Agreement. All such consents, approvals, orders, authorizations and applicable state securities lawsqualifications and all such designations, which compliance declarations and filings will have occurred be made within the appropriate time periods thereforprescribed by law.

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 the transactions contemplated by this Agreement, or the offer, sale or issuance of the Shares or Warrants hereunder, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforsuch 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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforhereunder.

Governmental Consents. No consentconsents, approvalwaivers, order approvals or authorization --------------------- authorizations of, or registrationfilings, qualification, designation, declaration registrations or filing qualifications with, any federal, state or local governmental authority is required on the part of the Company is required in connection with as a condition to the consummation execution, delivery and performance of this Agreement or the offer, issuance, sale or delivery of the transactions contemplated by this Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods thereforPreferred Stock.

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 Agreement, except for the compliance with notice filing and other requirements under federal and applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

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 Agreement, except for such notices required or permitted to be filed with certain state and federal securities commissions after the compliance with notice filing and other requirements under federal and applicable state securities lawsdate of this Agreement, which compliance notices will have occurred within the appropriate time periods thereforbe filed on a timely basis.