Common use of No Governmental Consent or Approval Required Clause in Contracts

No Governmental Consent or Approval Required. Based in part on the representations made by the Investors in Section 4 of this Agreement, no authorization, consent, approval or other order of, declaration to, or registration, qualification, designation or filing with, any federal, state or local governmental agency or body is required by or from the Company for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement or any other agreement entered into by the Company in connection with this Agreement, and consummation of the transactions contemplated hereby or thereby, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Preferred Stock and the Warrants or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery of the Conversion Stock and the Warrant Stock, other than the filing of the Certificate with the Delaware Secretary of State, the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Preferred Stock and Warrants under the California Securities Law and other applicable state or federal securities laws, which filings and qualifications, if required, will be accomplished in a timely manner so as to comply with such qualification or exemption from qualification requirements.

No Governmental Consent or Approval Required. Based in part on Assuming the truth and accuracy of the representations made by the Investors Purchaser in Section 4 of this Agreementhereof, no authorization, consent, approval or other order of, declaration to, or registration, qualification, designation or filing with, any federal, state or local governmental agency or body is required by or from the Company for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement or any other agreement entered into by the Company in connection with this Agreement, Transaction Documents and consummation of the transactions contemplated hereby or thereby, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Preferred Stock and the Warrants or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery of the Conversion Stock and the Warrant Preferred Stock, other than (i) the filing of the Certificate of Designation with the Delaware Secretary of State, State of the State of Delaware and (ii) the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Preferred Stock and Warrants under the California Securities Law and other applicable state or federal and Federal securities laws, which filings and qualifications, if required, will be accomplished in a timely manner so as to comply with such qualification or exemption from qualification requirements.

No Governmental Consent or Approval Required. Based in part on Assuming the truth and accuracy of the representations made by the Investors Purchaser in Section 4 of this Agreementhereof, no authorization, consent, approval or other order of, declaration to, or registration, qualification, designation or filing with, any federal, state or local governmental agency or body is required by or from the Company for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement or any other agreement entered into by the Company in connection with this Agreement, Transaction Documents and consummation of the transactions contemplated hereby or thereby, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Purchased Preferred Stock and the Warrants or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery of the Conversion Stock and the Warrant Purchased Preferred Stock, other than (i) the filing of the Certificate of Designation, as amended and restated by the Amendment, with the Delaware Secretary of State, State of the State of Delaware and (ii) the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Purchased Preferred Stock and Warrants under the California Securities Law and other applicable state or federal and Federal securities laws, which filings and qualifications, if required, will be accomplished in a timely manner so as to comply with such qualification or exemption from qualification requirements.

No Governmental Consent or Approval Required. Based in part on -------------------------------------------- the representations made by the Investors in Section 4 of this Agreement, no authorization, consent, approval or other order of, declaration to, or registration, qualification, designation or filing with, any federal, state or local governmental agency or body is required by or from the Company for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement or any other agreement entered into by the Company in connection with this Agreement, and consummation of the transactions contemplated hereby or thereby, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Preferred Stock and the Warrants or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery of the Conversion Stock and the Warrant Stock, other than the filing of the Certificate with the Delaware Secretary of State, the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Preferred Stock and Warrants under the California Securities Law and other applicable state or federal securities laws, which filings and qualifications, if required, will be accomplished in a timely manner so as to comply with such qualification or exemption from qualification requirements.

No Governmental Consent or Approval Required. Based in part -------------------------------------------- on the representations made by the Investors in Section 4 of this Agreement, no authorization, consent, approval or other order of, declaration to, or registration, qualification, designation or filing with, any federal, state or local governmental agency or body is required by or from the Company for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement or any other agreement entered into by the Company in connection with this Agreement, and consummation of the transactions contemplated hereby or thereby, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Preferred Stock and the Warrants or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery of the Conversion Stock and the Warrant Stock, other than the filing of the Certificate with the Delaware Secretary of State, the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Preferred Stock and Warrants under the California Securities Law and other applicable state or federal securities laws, which filings and qualifications, if required, will be accomplished in a timely manner so as to comply with such qualification or exemption from qualification requirements.

No Governmental Consent or Approval Required. Based in -------------------------------------------- part on the representations made by the Investors in Section 4 of this Agreement, no authorization, consent, approval or other order of, declaration to, or registration, qualification, designation or filing with, any federal, state or local governmental agency or body is required by or from the Company for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement or any other agreement entered into by the Company in connection with this Agreement, and consummation of the transactions contemplated hereby or thereby, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Preferred Stock and the Warrants or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery of the Conversion Stock and the Warrant Stock, other than the filing of the Certificate with the Delaware Secretary of State, the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Preferred Stock and Warrants under the California Securities Law and other applicable state or federal securities laws, which filings and qualifications, if required, will be accomplished in a timely manner so as to comply with such qualification or exemption from qualification requirements.

No Governmental Consent or Approval Required. Based in part on Assuming the truth and accuracy of the representations made by the Investors Purchaser in Section 4 of this Agreementhereof, no authorization, consent, approval or other order of, declaration to, or registration, qualification, designation or filing with, any federal, state or local governmental agency or body is required by or from the Company for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement or any other agreement entered into by the Company in connection with this Agreement, Transaction Documents and consummation of the transactions contemplated hereby or thereby, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Purchased Preferred Stock and the Warrants or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery of the Conversion Stock and the Warrant Purchased Preferred Stock, other than (i) the filing of the Certificate of Designation with the Delaware Secretary of State, State of the State of Delaware and (ii) the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Purchased Preferred Stock and Warrants under the California Securities Law and other applicable state or federal and Federal securities laws, which filings and qualifications, if required, will be accomplished in a timely manner so as to comply with such qualification or exemption from qualification requirements.