Common use of Authorizations; no Prohibition Clause in Contracts

Authorizations; no Prohibition. All Consents of any competent Governmental Authority or of any other Person that are required to be obtained by any Party hereto (other than the Investors) in connection with the consummation of the transactions contemplated by this Agreement shall have been duly obtained and effective as of the Closing and evidence thereof shall have been delivered to the Investors. There shall not be any Governmental Order or any condition imposed or provision under any Law which would, in the reasonable judgment of any Investor, (a) prohibit or restrict (i) the sale and issuance of the Purchased Shares or (ii) the consummation of the transactions contemplated by this Agreement or any other Transaction Documents, (b) subject any Investor to any material penalty or onerous condition under or pursuant to any Law if the Purchased Shares were to be sold and issued hereunder.