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, local, or 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 hereby or thereby, other than filings required under federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution Company's valid execution, delivery and performance of this Agreement Agreement, except for any filings under any applicable state securities laws and except for any filing under the consummation of the transactions contemplated hereby or thereby, other than H-S-R Act. The filings required under federal and state securities laws, if any, will be effected by the Company at its cost within the applicable stipulated statutory period.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with for the execution execution, delivery, and performance by the Company of this Agreement and the consummation offer, issuance, and sale of the transactions contemplated hereby or therebyShares, other than except for filings required under federal and that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, qualification or ---------------------- authorization authority of, or registration, qualification, designation, declaration, registration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company or the Subsidiary is required in connection with the execution valid execution, delivery or performance of this Agreement and Agreement, or the offer, sale or issuance of the Note Conversion Shares, or the consummation of any transaction contemplated hereby, except such filings as have been made prior to the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsdate hereof.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for notices required or therebypermitted to be filed with certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed 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, local, state or provincial local 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 hereby by this Agreement, except filings, if any, pursuant to the securities laws of the states of residence of the Investor, or thereby, such other than post-closing filings required under federal and state securities lawsas may be required.

Governmental Consents. No consent, approval, order, qualification or ---------------------- authorization authority of, or registration, qualification, designation, declaration, registration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company or the Subsidiary is required in connection with the execution valid execution, delivery or performance of this Agreement and Agreement, or the offer, sale or issuance of the Warrant Shares, or the consummation of any transaction contemplated hereby, except such filings as have been made prior to the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsdate hereof.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby or therebyby this Agreement, other than except the filing of the Restated Certificate with the Secretary of State of the State of Delaware and any filings as may be required under state and federal and state securities laws.

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

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or 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 hereby or therebyby this Agreement, other than except for the post-sale filings required under pursuant to applicable federal and state securities laws, which the Company undertakes to file within the applicable time periods.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or 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 hereby by this Agreement, except for any filing required by federal or thereby, other than filings required under federal and state securities lawslaws and except, under certain circumstances, for filings and notifications under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Improvements Act of 1976, as amended, where applicable.

Governmental Consents. No consent, approval, order, qualification or ---------------------- authorization authority of, or registration, qualification, designation, declaration, registration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company or the Subsidiary is required in connection with the execution valid execution, delivery or performance of this Agreement and Agreement, or the offer, sale or issuance of the Note Conversion Shares, or the Warrant Amendment or the consummation of any transaction contemplated hereby, except such filings as have been made prior to the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsdate hereof.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby by this Agreement, except such as has been duly and validly obtained or therebyfiled, other than or with respect to any filings required under federal pursuant to 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, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or 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 hereby or therebyby this Agreement, other than except for any post-sale filings required under federal and pursuant to applicable state securities laws, which filings will be effected within the applicable time periods.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for notices required or therebypermitted to be filed with the Principal Market or certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, orderqualification, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution Company’s valid execution, delivery or performance of this Agreement and Warrant, the consummation offer, sale or issuance of the transactions contemplated hereby or therebyWarrant Shares by the Company, other than any notices or filings required to be filed with the SEC to register the Warrant Shares pursuant to the terms hereof or such post-closing filings as may be required under federal and applicable state securities laws, which will be timely filed within the applicable periods therefor.

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

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

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Authority on the part of the Company or the Subsidiary is required in connection with the execution Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except such as have been obtained or therebymade by the Company and are in full force and effect and except for notices required or permitted to be filed with certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

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

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial local 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 hereby or thereby, by the Company Agreements other than those filings required under federal and state securities lawsto be made to perfect the security interests granted by the Company pursuant to the Company Agreements.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the valid execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, or the consummation by the Company of the transactions contemplated hereby by the Transaction Documents to which it is a party, except for filings pursuant to federal or thereby, other than filings required under federal and state securities lawslaws and the filing of the Certificate of Designation with the Secretary of State of Delaware.

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

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than by this Agreement and the Registration Rights Agreement except for (i) filing with the Securities and Exchange Commission on Form 10-C; and (ii) such filings required under federal and state securities lawsas have been made.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby or therebyby this Agreement, other than except for the notification pursuant to an Application for Listing of Additional Shares to The Nasdaq Stock Market and filings required under federal and pursuant to applicable state securities lawslaws and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order, approval or ---------------------- authorization of, or registration, qualificationdeclaration, designation, declaration, qualification or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or Company, other than the Subsidiary Shareholder Approval and the filing of the Certificate of Amendment, is required in connection with the valid execution and delivery of this Agreement 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 or thereby, other than filings required under federal and state as provided by applicable securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, qualification or filing with, any federal, state, local, state or provincial local governmental authority is required 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 hereby or therebyby this Agreement, other than filings except for filings, if any, required under federal and pursuant to applicable state securities laws, which filings will be made within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federalFederal, state, local, state or provincial local governmental authority is required on the part of the Company to enable the Company to execute, deliver and perform its obligations under the Transaction Documents except for such qualifications or the Subsidiary is filings under applicable securities laws as may be required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement. All such qualifications and filings will, other than filings required under federal in the case of qualifications, be effective on the Closing and state securities lawswill, in the case of filings, be made within the time prescribed by law.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority (other than filings required to be made under applicable federal and state securities laws) on the part of the Company or the Subsidiary is required in connection with the execution authorization, execution, delivery of this Agreement the Transaction Documents and performance of all obligations of Company under the Transaction Documents, and the consummation authorization, issuance and delivery of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsSecurities.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing qualification with, any federal, state, local, or provincial governmental authority Governmental Entity is required on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation delivery of the Transaction Documents, the offer, issue, sale and delivery of the Shares or the other transactions to be consummated as contemplated hereby by this Agreement, except qualifications or thereby, filings under the Securities Act and other than filings required under federal and applicable state securities lawslaws which qualifications or filings, if required, will be obtained or made and will be effective within the time periods required by law.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution and delivery of this Agreement Warrant and the consummation offer, issuance, sale and delivery of the transactions contemplated hereby or therebyShares, other than 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 filings required under by federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary any Guarantor is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than filings required under federal and except such state securities lawsfilings in the several states as may be necessary, which filings will be timely effected after the Closing.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby or therebyby this Agreement, except for filings pursuant to state securities laws (all of which have been made by the Company, other than filings those that are required under federal to be made after the Closing and state securities that will be duly made within the time period required by such laws).

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby by the Agreement, except for registration or therebyqualification, other than filings required or taking such action to secure exemption from such registration or qualification, of the Shares under applicable state or federal and state securities laws, which actions shall be taken, by and at the expense of the Company, on a timely basis as may be required.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary Holdings is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, by the Holdings Agreements other than those filings required under federal and state securities lawsto be made to perfect the security interests granted by Holdings pursuant to the Holdings Agreements.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby by this Agreement, except for notices required or therebypermitted to be filed with certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed 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, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with (i) the execution of this Agreement execution, delivery and the consummation performance of the transactions contemplated hereby or therebyTransaction Documents, other than and (ii) the issuance, sale and delivery of the Shares, except for such filings required under pursuant to applicable federal and state securities laws and blue sky laws, which filings, if any, will be effected by the Company within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary Companies is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by the Transaction Documents, except for notices required or therebypermitted to be filed with certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any United States federal, state, local, state or provincial local governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution Company's valid execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Agreement, except for any filings under any applicable United States state or thereby, other than foreign securities laws. The filings required under federal and United States state securities laws, if any, will be effected by the Company at its cost within the applicable stipulated statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than by this Agreement except for (i) filing with the Securities and Exchange Commission on Form 10-C; (ii) Shareholder Approval; and (iii) such filings required under federal and state securities lawsas have been made.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, of or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial local governmental authority is required on the part of the Company in order to enable the Company to execute, deliver, and perform its obligations under the Transaction Agreements except for such qualifications or the Subsidiary is filings under applicable securities laws as may be required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, which qualifications or therebyfilings have been made or will be made promptly following the applicable Closing Date, other than filings required under federal and state securities lawsin accordance with applicable law.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or declaration of filing with, any federal, state, local, or provincial local governmental authority (other than filings required to be made under applicable Federal and State securities laws) on the part of the Company or the Subsidiary Licensee is required in connection with the execution authorization, execution, delivery of this Agreement and performance of all obligations of Licensee under this Agreement, and the consummation authorization, issuance and delivery of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsShares pursuant to this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby by this Agreement except for: such qualifications or therebyfilings under the 1933 Act and the regulations thereunder and all other applicable securities laws of the states of the United States as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, other than filings required under federal and state securities lawsin the case of qualifications, be effective on the Closing.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, of or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial local governmental authority is required on the part of the Company in order to enable the Company to execute, deliver, and perform its obligations under this Agreement except for such qualifications or the Subsidiary is filings under applicable securities laws as may be required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, which qualifications or therebyfilings have been made or will be made promptly following the applicable Closing Date, other than filings required under federal and state securities lawsin accordance with applicable law.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for the filing of the Certificate of Designations and notices required or therebypermitted to be filed with the Principal Market or certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

Governmental Consents. No Other than filings which are required or permitted to be made pursuant to federal or state securities laws, no consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement execution, delivery and the consummation of the transactions contemplated hereby or thereby, by this Agreement and the other than Transaction Documents and the performance by Company of its obligations hereunder and thereunder. All such filings required under federal and state securities lawsshall be made within the time prescribed by law.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with for the execution execution, delivery, and performance by the Company of this Agreement the Transaction Documents and the consummation offer, issuance, and sale of the transactions contemplated hereby or therebyShares, other than except for post-sale filings required under pursuant to applicable state and federal and state securities laws, which will be made by the Company 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, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution issuance or exercise of this Agreement and the consummation of the transactions contemplated hereby or therebyWarrant, other than filings required under except for (i) such federal and state securities lawsfilings as may be necessary, which filings will be timely effected after the date hereof and (ii) such other approval that has been obtained prior to the date hereof.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary any Guarantor is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by the Transaction Documents, except for notices required or therebypermitted to be filed with certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed 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, local, state or provincial local 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 hereby or therebyby this Agreement, other than filings required under except for the federal and state securities lawslaw filings to be made by the Company as set forth on the Schedule of Exceptions.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with (i) the execution of execution, delivery and performance this Agreement Agreement, and (ii) the consummation issuance, sale and delivery of the transactions contemplated hereby or therebyShares, other than except for such filings required under pursuant to applicable federal and state securities laws and blue sky laws, which filings, if any, will be effected by the Company within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the valid execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, or the consummation by the Company of the transactions contemplated hereby or therebyby the Transaction Documents to which it is a party, other than except for such filings required under federal and state securities lawsas have been made prior to the First Closing.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby or therebyby this Agreement, other than except for such filings as may be required under pursuant to applicable federal and state securities laws, which filings will be effected within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority is required on the part put of the Company or the Subsidiary is required in connection with the execution Company's valid execution, delivery and performance of this Agreement Agreement, except for any filings under any applicable state securities laws and except for any filing under the consummation of the transactions contemplated hereby or thereby, other than H-S-R Act. The filings required under federal and state securities laws, if any, will be effected by the Company at its cost within the applicable stipulated statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or ----------- filing with, any federalFederal, state, local, local or 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 hereby or thereby, other than by this Agreement except for such filings as may be required under federal by applicable Federal and state securities laws.

Governmental Consents. (i) No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or 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 hereby by this Agreement, except for such notices required or therebypermitted to be filed with certain state and federal securities commissions after the date of this Agreement, other than filings required under federal and state securities lawswhich notices will be filed 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, local, state or provincial local 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 hereby or therebyby this Agreement, other than filings required under federal and state securities lawsexcept for the filing of a Notice of Transaction pursuant to Section 25102(f) of the Law, which filing will be effected within the time prescribed by law.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority ("Consents and Filings") 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 hereby by this Agreement, except for (i) such Consents and Filings as have been or therebywill be obtained or made prior to the Closing, other than (ii) pre-sale filings as may be required under federal and applicable state or foreign securities laws.laws which have been or will be timely filed and

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby or therebyby this Subscription, other than except for filings required under federal and pursuant to applicable state securities laws, Regulation D of the Securities Act 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, orderqualification, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federallocal, state, local, or provincial federal governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution its valid execution, delivery, or performance of this Agreement, the Shareholders Agreement and or the consummation offer, sale or issuance of the transactions contemplated hereby or therebyShares, other than except such post-Closing filings as may be required under federal and state securities applicable laws, all of which will be timely filed after the Closing within the applicable periods therefor.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or 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 hereby or therebyby this Agreement, other than except for any filings required under pursuant to state and federal and state securities laws, all of which filings will be effected in a timely manner. The Company has received all material licenses, permits, orders or approvals from governmental bodies required for the conduct of its business as currently conducted.

Governmental Consents. No consent, approval, orderqualification, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, state or provincial local governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution Company's valid execution, delivery or performance of this Agreement and Agreement, the consummation offer, sale or issuance of the transactions contemplated hereby Notes or thereby, other than the purchase of the Shares by the Company except such post-closing filings as may be required under federal and applicable state securities laws, which will be timely filed by the Company within the applicable periods therefor.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby or therebyby this Agreement, other than except for such filings required under pursuant to applicable federal and state securities laws, which filings will be effected within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, federal or provincial state governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution offer, sale or issuance of this Agreement the Securities and the consummation Underlying Shares, except for the filing of the transactions contemplated hereby Amendments in the office of the Secretary of State of the State of Florida, which shall be filed by the Company on or thereby, other than filings required under federal and state securities lawsprior to the Closing.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation issuance of the transactions contemplated hereby or therebySecurities, other than except for such filings required under federal pursuant to applicable national, provincial and state local securities laws, which filings will be effected within the required statutory periods.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution and delivery of this Agreement Warrant, the issuance, sale and the consummation delivery of the Warrant Shares, or the other transactions to be consummated upon exercise of this Warrant, as contemplated hereby or therebyby this Warrant, other than except such filings required under federal as shall have been made prior to and state securities lawsshall be effective on and as of such exercise.

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

Governmental Consents. No consent, approval, order, qualification or ---------------------- authorization of, or of registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company or the Subsidiary is required in connection with the execution valid execution, delivery or performance of this Stock Purchase Agreement and or the Related Agreements, or the offer, sale or issuance of the Shares or the consummation of any transaction contemplated hereby, except such additional filings as will be made by the transactions contemplated hereby or thereby, other than filings required under Company to comply with applicable state and federal and state securities laws, and with applicable general corporation laws of the various states.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby by this Agreement or therebythe Management Agreement or in connection with the performance by the Company of any of its obligations hereunder or thereunder including but not limited to, other than the valid offer, issue, sale or delivery of the Shares, except for the filings required under pursuant to applicable federal securities laws and state securities lawsthe respective rules thereunder.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution and delivery of this Agreement or the offer, issuance, sale and the consummation delivery of the transactions contemplated hereby or therebyShares. Based in part on the representations made by the Purchaser in Section 4 of this Agreement, other than filings required under federal the offer and sale of the Shares to the Purchaser will be in compliance with applicable Federal and state securities laws.

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

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or the Subsidiary Governmental Authority is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by the Transaction Agreements, except for registration or therebyqualification, other than filings required or taking such action to secure exemption from such registration or qualification, of the Purchased Stock under applicable state or federal and state securities laws, which actions shall be taken, by and at the expense of the Company, on a timely basis as may be required.

Governmental Consents. No consent, approval, order, qualification or ---------------------- authorization of, or of registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company or the Subsidiary ▇▇▇▇▇▇▇▇▇.▇▇▇ is required in connection with the execution valid execution, delivery or performance of this Agreement and Agreement, or the offer, sale or issuance of the Shares or the consummation of the transactions any transaction contemplated hereby or therebyhereby, other than except such additional filings required under as will be made by ▇▇▇▇▇▇▇▇▇.▇▇▇ to comply with applicable state and federal and state securities laws, and with applicable general corporation laws of the various states.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, stateprovincial, local, state or provincial local governmental authority or from or to an other Person on the part of the Company or the Subsidiary Seller is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except filings required under pursuant to federal and state securities laws, which filings will be effected no later than the time such filings are required to be filed, or such other post-closing filings as may be required.

Governmental Consents. No consent, approval, orderwaiver, permit, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, Governmental Entity or provincial governmental authority any other individual or entity is required on the part of the Company or the Subsidiary is required in connection with the execution and delivery of this Agreement or the Ancillary Agreements, the offer, issuance, sale and the consummation delivery of the Shares, the issuance and delivery of the shares of Common Stock issuable upon conversion of the Shares or the other transactions contemplated hereby or thereby, other than filings required under federal and state securities laws.to be

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local 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 hereby by this Agreement, except for such filings as may be required to be made pursuant to applicable federal or thereby, other than filings required under federal and state securities laws, and except for such consents, approvals, authorizations or orders the absence of which, either individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority is required on the part of the Company in order to enable the Company to execute, deliver and perform its obligations under this Agreement, or to execute and deliver the Subsidiary is Registration Rights Agreement, except for such qualifications or filings under applicable securities laws as may be required to be made after the Closing in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, of or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial local governmental authority is required on the part of the Company in order to enable the Company to execute, deliver, and perform its obligations under the Transaction Agreements except for such qualifications or the Subsidiary is filings under applicable securities laws as may be required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, which qualifications or therebyfilings have been made or will be made promptly following the applicable Closing Date, other than filings required under federal and state securities lawsin accordance with applicable law .

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution Company's valid execution, delivery and performance of this Agreement and the consummation Minocin Agreement. The filings under state securities laws related to the issuance of the transactions contemplated hereby or therebyShares and the Warrant Shares, other than filings required under federal and state securities lawsif any, will be effected by the Company at its cost within the applicable stipulated statutory period.

Governmental Consents. No consent, approval, orderqualification, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federallocal, state, local, or provincial federal governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution Company’s valid execution, delivery, or performance of this Agreement and by the consummation Company, except such filings as have been made prior to the Closing, notices of sale required to be filed with the SEC under Regulation D of the transactions contemplated hereby Securities Act, or thereby, other than such post-closing filings as may be required under federal and applicable state securities laws, which will be timely filed within the applicable periods therefor.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority is required on the part of the Company in order to enable the Company to execute, deliver and perform its obligations under this Agreement and the Debenture except for such qualifications or the Subsidiary is filings under applicable securities laws as may be required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than by this Agreement. All such filings required under federal and state securities lawswill be made within the time prescribed by law.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local 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 hereby or therebyby this Agreement, except for the filing of a Form D and any other than filings required to be made under federal the securities laws of the state in which each Investor resides, which will be made by the Company as required by such laws, and state securities lawsthe filing of a registration statement and all amendments thereto with the SEC as contemplated by this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registrationrepresentation, qualification, designation, declaration, declaration or filing filings with, any United States federal, state, local, local or provincial governmental government authority on the part of the Company or the Subsidiary Purchasers is required in connection with the execution of this Agreement and the consummation Purchasers' valid execution, delivery or performance of the transactions contemplated hereby Related Documents or thereby, other than filings required under federal and state securities lawsthe purchase of the Common Stock or the Series A Preferred Stock by the Purchasers.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the valid execution and delivery of this Agreement and Agreement, or the consummation offer, sale or issuance of the transactions contemplated hereby Preferred Shares hereunder, except such as has already been obtained or thereby, other than filings as is not required under federal and state securities lawsto be obtained prior to the First Closing.

Governmental Consents. No consent, approvalaction, order, approval or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federaldomestic or foreign court, stategovernment, localgovernmental agency, authority, entity or instrumentality ("Governmental Entity") is required to authorize, or provincial governmental authority on the part of the Company or the Subsidiary is otherwise required in connection with with, the execution and delivery of this Agreement and by Seller, Seller's performance of the terms of this Agreement, the consummation of the transactions contemplated hereby Pre-Closing Transactions, or therebythe validity or enforceability hereof against Seller, other than filings required under federal and state securities lawsexcept for Customary Post-Closing Consents.

Governmental Consents. No consent, waiver, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing withwith any court, any administrative agency or commission or other federal, state, localcounty, local or provincial foreign governmental authority on authority, instrumentality, agency or commission (each, a “Governmental Entity”), is required by or with respect to the part of the Company Company, any Subsidiary or the Subsidiary is required Stockholders in connection with the execution and delivery of this Agreement and or the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsTransactions.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority (each, a “Governmental Entity”) on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement issuance and the consummation sale of the transactions contemplated hereby or therebyShares to the Investor, other than except such filings as have been made prior to the date hereof, and such additional post-Closing filings as may be required under to comply with applicable state and federal and state securities laws.