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 TortoiseCorp III with respect to TortoiseCorp III’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 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 hereby or thereby, (iii) such filings with and approvals of NYSE to permit the TortoiseCorp III Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSE, (iv) such filings and approvals required in connection with the Domestication, (v) filing of the Certificate of Merger, (vi) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vii) the TortoiseCorp III Shareholder Approval or (viii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a TortoiseCorp III Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TortoiseCorp III SPAC with respect to TortoiseCorp IIISPAC’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 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 SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (BC) 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 hereby or therebyTransactions, (iii) such filings compliance with and approvals of NYSE to permit the TortoiseCorp III Common Shares filings or notifications required to be issued in connection filed with the transactions contemplated by this Agreement state securities regulators pursuant to “blue sky” Laws and the other Ancillary Documents to state takeover Laws as may be listed on NYSE, (iv) such filings and approvals required in connection with this Agreement, the DomesticationAncillary Documents, or the Transactions, (viv) filing of the Certificate of Merger, Merger or (viv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vii) the TortoiseCorp III Shareholder Approval or (viii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a TortoiseCorp III Material Adverse EffectSPAC Stockholder Approval.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept 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 withwith or notification to, any Governmental Entity is required on the part of TortoiseCorp III either Company Party with respect to TortoiseCorp IIIthe applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it 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) 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) any other documents or 15(d) information required pursuant to applicable requirements, if any, of the Exchange Act 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 contemplated hereby or therebyTransactions, (iii) such filings with and approvals of NYSE to permit the TortoiseCorp III Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSE, (iv) such filings and approvals required in connection with the Domestication, (v) filing of the Certificate of Merger, Merger and (vi) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vii) the TortoiseCorp III Shareholder Approval or (viiiiv) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a TortoiseCorp III Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TortoiseCorp III SPAC with respect to TortoiseCorp IIISPAC’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 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 SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (BC) 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 hereby or therebyTransactions, (iiiii) such filings compliance with and approvals of NYSE to permit the TortoiseCorp III Common Shares filings or notifications required to be issued in connection filed with the transactions contemplated by this Agreement state securities regulators pursuant to “blue sky” Laws and the other Ancillary Documents to state takeover Laws as may be listed on NYSE, (iv) such filings and approvals required in connection with this Agreement, the DomesticationAncillary Documents, or the Transactions, (viii) filing of the Certificate of Merger, Merger or (viiv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vii) the TortoiseCorp III Shareholder Approval or (viii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a TortoiseCorp III Material Adverse EffectSPAC Stockholder Approval.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of TortoiseCorp III SPAC or Merger Sub with respect to TortoiseCorp IIISPAC’s or 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 by this Agreement or by the Ancillary DocumentsTransactions, except for (i) compliance with and filings under applicable requirements of the HSR ActAct 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 SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (BC) 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 hereby or therebyTransactions, (iii) such filings compliance with and approvals of NYSE to permit the TortoiseCorp III Common Shares filings or notifications required to be issued in connection filed with the transactions contemplated by this Agreement state securities regulators pursuant to “blue sky” Laws and the other Ancillary Documents to state takeover Laws as may be listed on NYSE, (iv) such filings and approvals required in connection with this Agreement, the DomesticationAncillary Documents, or the Transactions, (viv) filing of the Certificate of Merger, (v) approval by the FLOIR of the Florida Change of Control Filing, (vi) filing of the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, TDI Filing or (vii) the TortoiseCorp III Shareholder Approval or (viii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a TortoiseCorp III Material Adverse EffectSPAC Stockholder Approval.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration declaration, filing with or filing withnotification to, any Governmental Entity is required on the part of TortoiseCorp III SPAC with respect to TortoiseCorp IIISPAC’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 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 SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (BC) 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 hereby or therebyTransactions, (iii) such filings compliance with and approvals of NYSE to permit the TortoiseCorp III Common Shares filings or notifications required to be issued in connection filed with the transactions contemplated by this Agreement state securities regulators pursuant to “blue sky” Laws and the other Ancillary Documents to state takeover Laws as may be listed on NYSE, (iv) such filings and approvals required in connection with this Agreement, the DomesticationAncillary Documents or the Transactions, (viv) filing of the Certificate of Merger, Merger or (viv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vii) the TortoiseCorp III Shareholder Approval or (viii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a TortoiseCorp III Material Adverse EffectSPAC Stockholder Approval.

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 TortoiseCorp III a JAWS Party with respect to TortoiseCorp III’s its 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 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 hereby or thereby, (iii) such filings with and approvals of NYSE to permit the TortoiseCorp III Common JAWS Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSE, (iv) such filings and approvals required in connection with the Domestication, (v) filing of the Certificate of Merger, (vi) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vii) the TortoiseCorp III JAWS Shareholder Approval or (viiivi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a TortoiseCorp III JAWS Material Adverse Effect.