Common use of Consents and Requisite Governmental Approvals; No Violations Clause in Contracts

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub with respect to TopCo and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, or (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo the Company or Merger Sub its Subsidiaries with respect to TopCo and Merger Sub’s the Company's execution, delivery or and performance of its obligations under this Agreement or and the Ancillary other Transaction Documents to which it the Company is or will be a party or and the consummation of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iii) filing and registration of the Merger Documents under the applicable law of the Cayman Islands, (iv) the approval approvals and consent consents to be obtained by on behalf of Merger Sub pursuant to Section 6.9, Clause 5.4 or (v) any actions, notices, consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a Parent Party with respect to TopCo and Merger Subsuch Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 15(d) 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares the Parent Common Stock to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law Certificates of the Cayman IslandsMerger, (iv) the approval approvals and consent consents to be obtained by each Merger Sub pursuant to Section 6.95.9, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.Parent Stockholder Approval. 59

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub Bannix with respect to TopCo and Merger SubBannix’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Bannix Stockholder Approval, (iii) filing of applicable requirements, if any, under Nasdaq in connection with the Merger transactions contemplated by this Agreement and the other Ancillary Documents under the applicable law of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Bannix Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo the Company (or Merger Sub any Group Company) with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or therebyTransactions, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Holdco Shares to be issued in accordance with this Agreement and, along with the Holdco Warrants, to be listed on Nasdaq, (iii) such filings and approvals required in connection with the Domestication, (iv) filing of the Merger Documents under the applicable law Law of the Cayman Islands, (ivv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Required Holdco Shareholder Approval, (vi) filings under any Antitrust Laws or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub FLAC with respect to TopCo and Merger SubFLAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) compliance with and filings under any Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or therebyTransactions, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Holdco Shares to be issued in accordance with this Agreement and, along with the Holdco Warrants, to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Law of the Cayman Islands, (ivv) such filings and approvals required in connection with the Domestication, (vi) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.10, (vii) the Required FLAC Shareholder Approval or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company FLAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth on Section 3.6 of the Company Disclosure Schedules, no consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) obtaining the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Company Stockholder Written Consent, or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a Parent Party with respect to TopCo and Merger Subsuch Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 15(d) 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares the Parent Common Stock to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law Certificates of the Cayman IslandsMerger, (iv) the approval approvals and consent consents to be obtained by each Merger Sub pursuant to Section 6.95.9, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse EffectParent Stockholder Approval.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub any SPAC Party with respect to TopCo and Merger Subsuch SPAC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the SPAC Stockholder Approval, or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company SPAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a MEOA Party with respect to TopCo and Merger Subsuch MEOA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the MEOA Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificates of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.10, (vi) the MEOA Stockholder Approval, (vii) the Sponsor Approval, or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would could not reasonably be expected to have a Company MEOA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a HighCape Party with respect to TopCo and Merger Subsuch HighCape Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 15(d) 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares the HighCape Common Stock to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the HighCape Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company HighCape Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo or Merger Sub with respect to TopCo TopCo's and Merger Sub’s 's execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transactions Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Transaction Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iii) filing and registration of the Merger Documents under the applicable law of the Cayman Islands, Islands or (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent of any Governmental Entity is required on the part of TopCo or Merger Sub Prospector with respect to TopCo and Merger SubProspector’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it Prospector is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the Surviving Company Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) such filings and approvals required in connection with the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Prospector Continuance, or (v) the Prospector Shareholder Approval or (vi) any consents, approvals, authorizations, designations, declarations, waivers or filingsother Consents, the absence of which would not reasonably be expected to have a Company Prospector Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or either Merger Sub with respect to TopCo and each Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the First Merger Documents and the Second Merger Documents under the applicable law of the Cayman Islands, (ivv) the approval approvals and consent consents to be obtained by each Merger Sub pursuant to Section 6.96.9 and Section 6.10, as applicable, or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub any TortoiseCorp III Party with respect to TopCo and Merger Subsuch TortoiseCorp III Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the TortoiseCorp III Common Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iiiiv) such filings and approvals required in connection with the Domestication, (v) filing of the Merger Documents under the applicable law TRTL Certificate of the Cayman IslandsMerger, (ivvi) the approval approvals and consent consents to be obtained by Pubco and the Merger Sub Subs pursuant to Section 6.95.9, (vii) the TortoiseCorp III Shareholder Approval or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company TortoiseCorp III Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) filing of the Certificate of Merger, (iv) the approvals and consents to be obtained by the Company pursuant to Section 4.13, (v) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit TopCo Ordinary the Pathfinder Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, Nasdaq or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub Holdco with respect to TopCo and Merger SubHoldco’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities, including approval from the German Federal Ministry for Economic Affairs and Energy, that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Holdco Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Law of the Cayman Islands, (ivv) the approval approvals and consent consents to be obtained by Merger Sub Holdco pursuant to Section 6.9, 6.8(b) or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Qell Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo Swiss NewCo, US HoldCo or DE Merger Sub with respect to TopCo Swiss NewCo’s, US HoldCo’s and DE Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the other Ancillary Documents Agreements to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsAgreements, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents Agreements or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Swiss NewCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iii) filing of the Merger Documents under the applicable law of the Cayman IslandsIslands and DGCL, (iv) the approval approvals and consent consents to be obtained by US HoldCo and DE Merger Sub pursuant to Section 6.97.6, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a FRLA Party with respect to TopCo and Merger Subsuch FRLA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the FRLA Common Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law Certificates of the Cayman IslandsMerger, (iv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.10, (v) the FRLA Stockholder Approval, or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would could not reasonably be expected to have a Company FRLA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo or any Merger Sub with respect to TopCo and such Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transactions Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary other Transaction Documents, except for (i) any compliance with and filings set forth on Section 5.04(a) of the Plum Disclosure Schedules, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary other Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary New Plum Common Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iiiiv) filing of the Certificates of Merger Documents under the applicable law of the Cayman IslandsDelaware, (ivv) the approval approvals and consent consents to be obtained by such Merger Sub pursuant to Section 6.98.06, or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effectbe, individually or in the aggregate, material to the Company.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub an ARYA Party with respect to TopCo and Merger Subsuch ARYA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the ARYA Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) such filings and approvals required in connection with the Domestication, (v) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivvi) the approval approvals and consent consents to be obtained by Xxxxxxx Merger Sub pursuant to Section 6.95.9, (vii) the ARYA Shareholder Approval or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an ARYA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a Dragoneer Party with respect to TopCo and Merger Subsuch Dragoneer Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the Dragoneer Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iiiiv) such filings and approvals required in connection with the Domestication, (v) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivvi) the approval approvals and consent consents to be obtained by Chariot Merger Sub pursuant to Section 6.95.9, (vii) the Dragoneer Shareholder Approval or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Dragoneer Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub an ARYA Party with respect to TopCo and Merger Subsuch ARYA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the ARYA Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) such filings and approvals required in connection with the Domestication, (v) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivvi) the approval approvals and consent consents to be obtained by Cxxxxxx Merger Sub pursuant to Section 6.95.9, (vii) the ARYA Shareholder Approval or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an ARYA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and the Company or Stronghold Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company or Stronghold Merger Sub is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq the Designated Exchange to permit TopCo Ordinary the Company Post-Closing Common Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe Designated Exchange, (iii) filing of the Merger Documents under the applicable law of the Cayman IslandsFilings, (iv) the approval approvals and consent consents to be obtained by Stronghold Merger Sub Sub, the Company and Parent pursuant to Section 6.94.9 or Section 4.13, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a CHP Party with respect to TopCo and Merger Subsuch CHP Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 15(d) 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares the CHP Common Stock to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the CHP Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company CHP Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo or Merger Sub with respect to TopCo TopCo’s and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Transaction Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iii) filing of the Certificate of Merger Documents under the applicable law of the Cayman IslandsDGCL, (iv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.97.06, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Group Companies with respect to TopCo and Merger Sub’s their execution, delivery or performance of its their respective obligations under this Agreement or the Ancillary Documents to which it is they are or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or therebyTransactions, (iiiii) the filing of (A) the Certificate of Conversion, (B) the SPAC Merger Certificate of Merger and (C) the LLC Certificate of Merger, (iv) such filings with and approvals of Nasdaq to permit TopCo Ordinary the Company Common Shares to be issued in accordance connection with this Agreement the Transactions to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo the Company (or Merger Sub any Group Company) with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities, including approval from the German Federal Ministry for Economic Affairs and Energy, that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Holdco Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Law of the Cayman Islands, (ivv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, Required Holdco Shareholder Approval or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub any Cascadia Party with respect to TopCo and Merger Subsuch Cascadia Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) applicable requirements of any Antitrust Law, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or therebyTransactions, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the Cascadia Shares to be issued in accordance connection with this Agreement the Transactions and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Merger Documents under the applicable law Certificate of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Merger, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Cascadia Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a Pioneer Party with respect to TopCo and Merger Subsuch Pioneer Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or and thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Pioneer Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) such filings and approvals required in connection with the Domestication, (v) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivvi) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.9, (vii) the Pioneer Shareholder Approvals or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Pioneer Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub with respect to TopCo and Merger SubTopCo’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, and the applicable requirements of the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq and Nasdaq First North to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on NasdaqNasdaq and Nasdaq First North, (iiiiv) filing of the First Merger Documents and the Second Merger Documents under the applicable law of the Cayman IslandsIslands or of Luxembourg, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9as applicable, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub an Carmell Party with respect to TopCo and Merger Subsuch Carmell Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares the Carmell Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the Carmell Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Carmell Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization Consent of, with or designation, declaration or filing with, to be made to any Governmental Entity is required on the part of TopCo or Merger Sub a DHHC Party with respect to TopCo and Merger Subsuch DHHC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the DHHC Class A Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iv) the approval filing of the DHHC A&R Certificate of Incorporation with and consent acceptance thereof by the Delaware Secretary of State, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.96.8, (vi) the DHHC Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company DHHC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a Parent Party with respect to TopCo and Merger Subsuch Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 15(d) 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares the Parent Common Stock to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificates of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by each Merger Sub pursuant to Section 6.95.9, (vi) the Parent Shareholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Parent Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub an ACAH Party with respect to TopCo and Merger Subsuch ACAH Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and Consents under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the ACAH New Common Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) the filing of the Post-Closing ACAH Certificate of Incorporation, (vi) the ACAH Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an ACAH Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub any SPAC Party with respect to TopCo and Merger Subsuch SPAC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares Series A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the SPAC Stockholder Approval, or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company SPAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a CHFW Party with respect to TopCo and Merger Subsuch CHFW Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or therebyTransactions, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the CHFW Shares to be issued in accordance connection with this Agreement the Transactions to be listed on Nasdaq, (iii) filing of such filings and approvals required in connection with the Merger Documents under the applicable law of the Cayman IslandsDomestication, (iv) filing of the approval Certificate of Merger, (v) the approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the CHFW Shareholder Approval or (vvii) any where the failure to obtain such consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effectindividually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent the CHFW Parties from performing its material obligations under the Agreement.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a SPAC Party with respect to TopCo and Merger Subsuch SPAC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) the Investment Canada Act Approval; (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or therebyTransactions, (iiiii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the NewCo Common Shares to be issued in accordance connection with this Agreement the Transactions (including the NewCo Common Shares issuable pursuant to the exchange or exercise of the Exchangeable Shares) to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman IslandsNYSE, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, SPAC Stockholder Approval or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company SPAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub an AHAC Party with respect to TopCo and Merger Subsuch AHAC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the AHAC Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an AHAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub an ARYA Party with respect to TopCo and Merger Subsuch ARYA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the ARYA Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) such filings required in connection with the Domestication, (v) the filing of the Merger Documents under the applicable law Certificate of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Merger, or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an ARYA Material Adverse Effect. ARYA is its own ultimate parent entity (as such term is defined in the HSR Act).

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq NYSE to permit TopCo the Company Ordinary Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iii) the filing of the Certificate of Merger Documents under in accordance with the applicable law of the Cayman IslandsDGCL, (iv) the approval filing of the Amended and consent Restated Articles of Association of the Company pursuant to Section 5.20(a), (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9, 5.10 or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub any Group Company with respect to TopCo and Merger Suba Group Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it such Group Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, and the applicable requirements of the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq and Nasdaq First North to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqeach of Nasdaq and Nasdaq First North, as applicable, (iiiiv) filing of the First Merger Documents and the Second Merger Documents under the applicable law of the Cayman IslandsIslands or of Luxembourg, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9as applicable, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iv) the approval approvals and consent consents to be obtained by Merger Sub the Company and Parent pursuant to Section 6.94.13, or (v) compliance with the listing requirements of the Designated Exchange and such filings with and approvals of the Designated Exchange to permit the Pathfinder Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on the Designated Exchange or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (iii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) the filing of the Company Certificate of Merger, (iii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit TopCo Ordinary the HoldCo Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, Nasdaq or (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub SPAC with respect to TopCo and Merger SubSPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or therebyTransactions, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the Company Common Shares to be issued in accordance connection with this Agreement the Transactions to be listed on Nasdaq, (iii) filing of Nasdaq or in order to deregister the Merger Documents under SPAC Shares following the applicable law of the Cayman IslandsClosing, (iv) the approval filing of (A) the Certificate of Conversion, (B) the SPAC Merger Certificate of Merger and consent to be obtained by (C) the LLC Merger Sub pursuant to Section 6.9Certificate of Merger, (v) the SPAC Stockholder Approval, or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not not, individually or in the aggregate, reasonably be expected to have a Company SPAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a AMHC Party with respect to TopCo and Merger Subsuch AMHC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the AMHC Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) filing of the AMHC New Certificate of Incorporation with the Delaware Secretary of State, (vi) the AMHC Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company AMHC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a Capstar Party with respect to TopCo and Merger Subsuch Capstar Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the Capstar Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.10, (vi) the Capstar Stockholder Approval, (vii) the Sponsor Approval or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Capstar Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the First Merger Documents and the Second Merger Documents under the applicable law of the Cayman Islands, (ivv) the approval approvals and consent consents to be obtained by each Merger Sub pursuant to Section 6.96.9 and Section 6.10, as applicable, or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Person or Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares Series A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Certificate of Merger Documents under the applicable law and filing of the Cayman Islandscharter amendment to effect the conversion of the Company Preferred Stock, (ivv) obtaining the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Company Stockholder Written Consent, or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub SPAC with respect to TopCo and Merger SubSPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) any approvals required by a Governmental Entity under applicable antitrust or competition Laws; (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares the Company ADSs to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the approval SPAC Shareholder Approval and consent to be obtained by Merger Sub pursuant to Section 6.9SPAC Warrant Holder Approval, or (v) the Company Shareholder Approval and Company Warrant Holder Approval or (vi) any consentsother Consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company SPAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub an ALPA Party with respect to TopCo and Merger Subsuch ALPA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Candy Merger Sub pursuant to Section 6.95.9, (vi) the ALPA Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an ALPA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization Consent of, with or designation, declaration or filing with, to be made to any Governmental Entity is required on the part of TopCo or Merger Sub a THMA Party with respect to TopCo and Merger Subsuch THMA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the THMA Class A Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.9, (vi) the THMA Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company THMA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a SOAC Party with respect to TopCo and Merger Subsuch SOAC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the SOAC Common Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman IslandsNYSE, (iv) such filings and approvals required in connection with the approval and consent to be obtained by Merger Sub pursuant to Section 6.9SOAC Continuance, or (v) the SOAC Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company SOAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Assuming the truth and completeness of the representations and warranties of Plum and Merger Subs contained in this Agreement and the other Transaction Documents to which each is a party, no action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or and performance of its obligations under this Agreement or and the Ancillary other Transaction Documents to which it the Company is or will be a party or and the consummation of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (i) any compliance with and filings set forth on Section 4.04(a) of the Company Disclosure Schedules, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary other Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary New Plum Common Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman IslandsStock Exchange, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, Required Company Shareholder’s Consent or (v) any actions, notices, consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effectbe, individually or in the aggregate, material to the Company.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub Armada with respect to TopCo and Merger SubArmada’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq NASDAQ to permit TopCo Ordinary the Company Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNASDAQ, (iii) filing of such filings and approvals required in connection with the Merger Documents under the applicable law of the Cayman IslandsPre-Closing Reorganization, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Armada Shareholder Approval, or (v) the Consents set forth on Section 4.4 of the Armada Disclosure Schedules, and (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an Armada Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo Parent, ListCo or Merger Sub with respect to TopCo Parent’s, ListCo’s and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary other Transaction Documents or the transactions contemplated by hereby or therebyTransactions, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares ListCo Class A ADSs and ListCo Class C-1 ADSs or ListCo AD Warrants, as applicable, to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman IslandsStock Exchange, (iv) the approval and consent to be obtained by filing of the Certificate of Merger Sub pursuant to Section 6.9, with the Secretary of State of Delaware in accordance with the DGCL or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the consummation of the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub ACT with respect to TopCo and Merger SubACT’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the Post-Closing ACT Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) such filings required in connection with the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Domestication, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an ACT Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act).

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a Parent Party with respect to TopCo and Merger Subsuch Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Transaction Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the Parent Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Transaction Documents to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) filing of the Parent New Certificate of Incorporation with the Delaware Secretary of State, (vi) the Parent Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Parent Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo or Merger Sub with respect to TopCo and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transactions Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Transaction Documents, except for (i) any compliance with and filings under the HSR Act or under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary New Plum Common Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iiiiv) filing of the Certificate of Merger Documents under the applicable law of the Cayman IslandsDelaware, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.98.05, or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo the Company or Merger Sub any of its Subsidiaries with respect to TopCo the Company’s and Merger SubPubco’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company or Pubco is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the Resale Registration Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary Shares Pubco Common Stock and/or Assumed Warrants, if and as applicable, to be issued in accordance with this Agreement to be listed on NasdaqNYSE, (iiiiv) filing of the Merger Documents under the applicable law Certificates of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Merger, or (v) any consentsother Consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub the Company with respect to TopCo and Merger Subthe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) applicable requirements of the HSR Act (including the expiration of the required waiting period thereunder) and any other applicable Antitrust Law, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on NasdaqSEC, (iii) filing of the Merger Documents appropriate filings and approvals under the applicable law rules of the Cayman Islandsan Approved Stock Exchange, (iv) the approval filing of the Certificate of Merger, (v) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication together with the BCSA Certificate of Incorporation and consent completing and making all filings required to be obtained by Merger Sub pursuant made with the Cayman Islands Registrar of Companies to Section 6.9, or effect the Domestication and (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub an ENVI Party with respect to TopCo and Merger Subsuch ENVI Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the ENVI Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Merger Documents under the applicable law Certificate of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9Merger, or (v) any consentsother Consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company an ENVI Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a RACA Party with respect to TopCo and Merger Sub’s such RACA Party's execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the RACA Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (ivv) the approval approvals and consent consents to be obtained by Merger Sub pursuant to Section 6.95.10, (vi) the RACA Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company RACA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub a Dragoneer Party with respect to TopCo and Merger Subsuch Dragoneer Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary the Dragoneer Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) such filings and approvals required in connection with the Domestication, (v) filing of the Merger Documents under the applicable law Certificates of the Cayman IslandsMerger, (ivvi) the approval approvals and consent consents to be obtained by each of Merger Sub I and Merger Sub II pursuant to Section 6.95.9, (vii) the Dragoneer Shareholder Approval or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Dragoneer Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Assuming the truth and completeness of the representations and warranties of Plum and Merger Sub contained in this Agreement and the other Transaction Documents to which it is a party, no action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of TopCo the Company or Merger Sub its Subsidiaries with respect to TopCo and Merger Subthe Company’s execution, delivery or and performance of its obligations under this Agreement or and the Ancillary Transaction Documents to which it the Company is or will be a party or and the consummation of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (i) any compliance with and filings under the HSR Act or under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary New Plum Common Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman IslandsStock Exchange, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, Required Company Shareholders’ Consent or (v) any actions, notices, consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.