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

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification to, any Governmental Entity is required on the part of either Company Party with respect to the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party is or will be party or the consummation of the transactions contemplated 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) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iii) filing of the Certificate of Merger, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval and the Company Preferred Shareholder Approval, (vi) filings pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure Schedules.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no No Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification towith, any Governmental Entity is required on the part of either Company Party SPAC with respect to the applicable Company PartySPAC’s executionexecution or delivery of, delivery or performance of its obligations under under, this Agreement or the Ancillary Documents to which the applicable Company Party it is or will be party or the consummation of the transactions contemplated 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 SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) 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, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents Documents, or the Transactions, (iii) filing of the Certificate of Merger, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval and the Company Preferred Shareholder Approval, (vi) filings pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viiiv) as otherwise set forth in Section 3.5(a) of the Company Disclosure SchedulesSPAC Stockholder Approval.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification to, any Governmental Entity is required on the part of either Company Party with respect to the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the TABLE OF CONTENTS​​ Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iii) filing of the Certificate Plan of MergerMerger and related documentation as required under the Companies Act, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval and Approval, the Company Preferred Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination, (vi) filings or approvals pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure Schedules.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification to, any Governmental Entity is required on the part of either Company Party with respect to the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party is or will be party or the consummation of the transactions contemplated 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) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iii) filing of the Certificate Plan of MergerMerger and related documentation as required under the Companies Act, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval and Approval, the Company Preferred Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination, (vi) filings or approvals pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure Schedules.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in on Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification to, any Governmental Entity is required on the part of either the Company Party with respect to the applicable Company PartyCompany’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documentsagreement, 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) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iii) filing receipt of the Certificate of MergerIsraeli Securities Law Approvals, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder Law or any other similar Laws, (v) compliance and filings with the Company Shareholder Approval TASE, the ISA, the ITA, and the Company Preferred Shareholder ApprovalCompanies Registrar, (vi) filings pursuant the Company Equityholder Approval, which shall have been secured on or prior to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters)the Equity Exchange Effective Time, and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not not, individually or in the aggregate, reasonably be excepted to have a Company Material Adverse Effect Effect. With respect to Sections 3.5(a)(iv), (v) and (vi), the nature of such approvals, and potentially additional requirements that will be dictated by the Israeli Governmental Entities or preventthe Israeli courts in order to obtain the Section 350 Approval, materially delay or materially impair will be identified only in the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) course of the Company Disclosure SchedulesSection 350 Proceeding.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no No Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification to, any Governmental Entity is required on the part of either the Company Party with respect to the applicable Company PartyCompany’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary DocumentsTransactions, except for (i) applicable requirements of the HSR Act and any other applicable Antitrust Law, (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) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, (iiiii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iiiiv) filing of the Certificate of Merger, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Stockholder Approval and the Company Preferred Shareholder Stockholder Approval, and (vi) filings pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review approval by the FLOIR of national security or defense matters)the Florida Change of Control filing, (vii) filing of the TDI Filing and (viii) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any the Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure Schedules.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, PermitNo consent, approval or authorization of, or designation, declaration or filing with or notification towith, any Governmental Entity is required on the part of either Company a Pathfinder Party with respect to the applicable Company such Pathfinder Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party it is or will be party or the consummation of the transactions contemplated 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) any other documents such reports under Section 13(a) or information required pursuant to applicable requirements, if any, 15(d) of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactionstransactions contemplated hereby or thereby, (iii) 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, (iv) any filings required under the Cayman Act in connection with the Domestication, (v) the filing of the Certificate of Merger, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (vvi) the Company Shareholder Approval and the Company Preferred Shareholder Approval, (vi) filings pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters)Pathfinder Sponsor Consent, (vii) the approvals and consents to be obtained by Serve Merger Sub pursuant to Section 4.9, (viii) the Pathfinder Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Pathfinder Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure SchedulesEffect.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, PermitNo consent, approval or authorization of, or designation, declaration or filing with or notification towith, any Governmental Entity is required on the part of either Company a Pathfinder Party with respect to the applicable Company such Pathfinder Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party it is or will be party or the consummation of the transactions contemplated by this Agreement or by the such 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) any other documents such reports under Section 13(a) or information required pursuant to applicable requirements, if any, 15(d) of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactionstransactions contemplated hereby or thereby, (iii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq 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 Nasdaq, (iv) any filings required under the Cayman Act or the DGCL in connection with the Domestication, (v) the filing of the Certificate of Merger, (ivvi) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar LawsPathfinder Sponsor Consent, (vvii) the Company Shareholder Approval approvals and consents to be obtained by Motion Merger Sub pursuant to Section 4.9, (viii) the Company Preferred Pathfinder Shareholder Approval, (viix) filings pursuant to any applicable Antitrust Laws (the filing of a Schedule 14D-9 or any investment laws amendments thereto and such other documents as may be required or laws that provide for review of national security advisable with the Tender Offer to be launched by Xxxxxxxxx Partners in connection with the FP Financing, or defense matters), (viix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Pathfinder Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure SchedulesEffect.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in on Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification to, any Governmental Entity is required on the part of either Company Party with respect to the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documentsagreement, except for (i) compliance with and filings and Consents under the HSR Act, if any, (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) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, (iiiii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iiiiv) filing of the Certificate of Merger, (ivv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder ISL or any other similar Laws, (vvi) compliance and filings with the TASE, the ISA, the Israeli Tax Authority, and the Israel Companies Registrar, (vii) the Company Shareholder Approval and the Company Preferred Shareholder Approval, which shall have been secured on or prior to the Effective Time, and (vi) filings pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), (viiviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not not, individually or in the aggregate, reasonably be excepted to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure SchedulesEffect.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification to, any Governmental Entity is required on the part of either Company Party with respect to the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party is or will be party or the consummation of the transactions contemplated 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) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iii) filing of the Certificate of Merger, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval and the Company Preferred Shareholder Approval, (vi) filings pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any the Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure Schedules.

Consents and Requisite Governmental Approvals; No Violations. (a) Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, PermitNo consent, approval or authorization of, or designation, declaration or filing with or notification towith, any Governmental Entity is required on the part of either Company Party Pathfinder with respect to the applicable Company PartyPathfinder’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party it is or will be party or the consummation of the transactions contemplated 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) any other documents such reports under Section 13(a) or information required pursuant to applicable requirements, if any, 15(d) of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactionstransactions contemplated hereby or thereby, (ii) such filings with and approvals of the Designated Exchange to permit the Company Post-Closing Common 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 in order to deregister the Pathfinder Class A Shares and Pathfinder Warrants following the First Merger Effective Time, (iii) filing of any filings required under the Certificate of MergerCayman Act in connection with the Pre-Closing Reorganization, (iv) applicable requirements the filing of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar LawsMerger Filings, (v) the Company Shareholder Approval and Pathfinder Sponsor Consent and, following the First Merger Effective Time, the written consent of the Company Preferred Shareholder Approvalas the sole shareholder of Pathfinder following the Merger, (vi) filings pursuant to any applicable Antitrust Laws (the Pathfinder Shareholder Approval or any investment laws or laws that provide for review of national security or defense matters), (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Pathfinder Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure SchedulesEffect.