Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or delivery and performance of this Agreement by Acquiror or any Transaction Agreement to which any of Acquiror is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder Approval, or (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Governmental Authorities; Consents. No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or delivery and performance of this Agreement by Acquiror or any Transaction Agreement to which any of Acquiror is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC), (ii) the Registration Statement and declaration of effectiveness with respect thereto by the SEC and (iiiii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder Approval, or (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or such Acquiror Party’s execution, delivery and performance of this Agreement by Acquiror or any and the other Transaction Agreement Agreements to which any of Acquiror it is a party, as applicable, or party and the consummation of the Transactions or the transactions contemplated hereby and thereby, except for (ai) applicable requirements obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Schedule 5.05 of the HSR ActAcquiror Disclosure Schedules, (bii) the filing with the SEC of (iA) the Proxy Statement/Registration Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (iiB) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions or the transactions contemplated hereby or thereby, (ciii) such filings the filing of the First Certificate of Merger in accordance with the DGCL and approval the filing of Nasdaq to permit the Acquiror Common Stock to be issued Second Certificate of Merger in accordance the DGCL and DLLCA, (iv) in connection with the Transactions Domestication, the applicable requirements and required approval of the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder ApprovalCayman Registrar, or (ev) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Impairment Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of Acquiror contained in this Agreement, no action by, consent, approval, permit Permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror any Company Party with respect to the execution or execution, delivery and performance of this Agreement and the Transaction Agreements by Acquiror or any Transaction Agreement such Company Party to which any of Acquiror such Company Party is a party, as applicable, or party and the consummation of the Transactions or the transactions contemplated hereby and thereby, except for (ai) applicable requirements of obtaining the HSR Actconsents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Schedule 4.05, (bii) the filing with the SEC of (iA) the Proxy Registration Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SECeffectiveness thereof) and (iiB) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated hereby or thereby, (ciii) such filings with and approval the filing of Nasdaq to permit the Acquiror Common Stock to be issued Certificate of Merger in connection accordance with the Transactions DGCL and the other Transaction Agreements to be listed on the Nasdaq, DLLCA and (d) the Acquiror Stockholder Approval, or (eiv) any actions, consents, approvals, permits Permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effectbe materially adverse to the Company and its Subsidiaries, taken as a whole.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of Blade contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Acquiror Parties is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing of the (i) Certificate of Merger and (ii) the Acquiror Charter, each in accordance with the DGCL, (c) in connection with the Conversion, the applicable filings, requirements and approvals of the Registrar of Companies in the Cayman Islands, (d) the filing with the SEC of (i) the Registration Statement and the Proxy Statement (/ Prospectus and the expiration declaration of the waiting period in Rule 14a-6(a) under effectiveness of the Exchange Act or, if the preliminary Proxy Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) SEC and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (ce) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be listed on Nasdaq and issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the NasdaqAgreements, (df) the Acquiror Stockholder Shareholder Approval, or (eg) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Governmental Authorities; Consents. No action byAssuming the truth and accuracy of the representations and warranties of the Company contained in this Agreement, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or and delivery and performance of this Agreement by Acquiror or any Transaction the SPAC Parties does not, and the performance by the SPAC Parties of this Agreement to which any of Acquiror is a party, as applicable, or and the consummation of the Transactions or the transactions contemplated therebyhereby shall not, require any SPAC Party to obtain any Consents from any Governmental Authority, except for (a) for compliance with the applicable requirements requirements, if any, of the HSR Act, (b) the filing of (i) the Certificate of Merger and (ii) any filings required in connection with the Domestication, for Consents that may be required solely by reason of the Company or its Subsidiaries’ (as opposed to any other third party’s) participation in the transactions contemplated hereby, (c) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (cd) such filings with and approval of Nasdaq to permit the Acquiror shares of Surviving Pubco Class A Common Stock to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the Nasdaq, (de) the Acquiror Stockholder Required SPAC Shareholder Approval, or (ef) as set forth in Schedule 5.06(f) and (g) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror a SPAC Material Adverse Effect.

Governmental Authorities; Consents. No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or Person or notice, approval, consent consent, waiver or authorization from any Governmental Authority or Person is required on the part of Acquiror Covalto with respect to the execution or Covalto’s execution, delivery and performance of this Agreement by Acquiror or any and the Transaction Agreement to which any of Acquiror is a party, as applicable, or Agreements and the consummation of the Transactions or and the transactions contemplated hereby and thereby, except for (a) applicable requirements the filing of (i) the HSR ActLIVB Plan of Merger, (bii) the Closing Amended and Restated Covalto Articles of Association, (iii) the filing with the SEC of (ix) the Proxy Statement / Prospectus (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and ), (iiy) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, thereby and (cz) such filings with and approval of Nasdaq NASDAQ to permit the Acquiror Common Stock Covalto Ordinary Shares to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the NasdaqNASDAQ, and (div) the Acquiror Stockholder Approval, or regulatory approvals set forth on ‎Section 9.1(a) of the Company Disclosure Schedule and (eb) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have an Acquiror Material Adverse EffectCovalto and its Subsidiaries, taken as a whole.

Governmental Authorities; Consents. No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or delivery and performance of this Agreement by each Acquiror Party or any other Transaction Agreement to which any of the Acquiror Parties is a party, as applicable, or the consummation of the Transactions or the transactions contemplated hereby or thereby, except for (a) applicable requirements of the HSR ActAntitrust Laws, (b) the filing of the First Certificate of Merger, Second Certificate of Merger, the Acquiror Charter in accordance with the DGCL and DLLCA, (c) the filing with the SEC of (i) the Proxy Statement / Prospectus (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated hereby or thereby, (cd) such filings with and approval of Nasdaq NASDAQ to permit the Acquiror Common Stock to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the NasdaqNASDAQ, (de) the Acquiror Stockholder Approval, Approval or (ef) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, not reasonably be expected to have an Acquiror Material Adverse Impairment Effect.

Governmental Authorities; Consents. No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Acquiror Parties is a party, as applicable, or the consummation of the Transactions or the transactions contemplated hereby or thereby, except for (ai) applicable requirements of the HSR Act, (bii) the filing of the Certificate of Merger and the Acquiror Charter in accordance with the DGCL, (iii) the filing with the SEC of (iA) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (iiB) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated hereby or thereby, (civ) such filings with and approval of Nasdaq NASDAQ to permit the Acquiror Common Stock to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the NasdaqNASDAQ, (dv) the Acquiror Stockholder Approval, Approval or (evi) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Impairment Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or Acquiror’s execution, delivery and performance of this Agreement by Acquiror or any and the Transaction Agreement Agreements to which any of Acquiror it is a party, as applicable, or party and the consummation of the Transactions or the transactions contemplated hereby and thereby, except for (ai) applicable requirements of obtaining the HSR Actconsents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Schedule 4.05, (bii) the filing with the SEC of (iA) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (iiB) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated hereby or thereby, (ciii) such filings with and approval the filing of Nasdaq to permit the Acquiror Common Stock to be issued Certificates of Merger in connection accordance with the Transactions DGCL and the other Transaction Agreements to be listed on the Nasdaq, DLLCA and (d) the Acquiror Stockholder Approval, or (eiv) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Governmental Authorities; Consents. No action by, by consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or Person or notice, approval, consent consent, waiver or authorization from any Governmental Authority or Person is required on the part of Acquiror LIVB with respect to the execution or delivery and performance of this Agreement by Acquiror LIVB or any Transaction Agreement to which any of Acquiror LIVB is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements the filing of the HSR Act(i) LIVB Plan of Merger and (ii) the Closing LIVB Articles of Association, (b) the filing with the SEC of (i) the Proxy Statement / Prospectus (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq NASDAQ to permit the Acquiror Common Stock Covalto Ordinary Shares to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the NasdaqNASDAQ, (d) the Acquiror Stockholder regulatory approvals set forth on ‎Section 9.1(a) of the Company Disclosure Schedule, (e) the LIVB Shareholder Approval, or (ef) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have an Acquiror Material Adverse EffectLIVB.

Governmental Authorities; Consents. No action byAssuming the truth and accuracy of the representations and warranties of the SPAC Parties contained in this Agreement, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or and delivery and performance of this Agreement by Acquiror or any Transaction the Company does not, and the performance by the Company of this Agreement to which any of Acquiror is a party, as applicable, or and the consummation of the Transactions shall not, require the Company or any of the transactions contemplated therebyCompany Subsidiaries to obtain any Consent, except for (a) for compliance with the applicable requirements requirements, if any, of the HSR Act, (b) the filing of the Second Certificate of Merger in accordance with the DGCL, (c) for Consents that may be required solely by reason of the SPAC Parties’ (as opposed to any other third party’s) participation in the Transactions, (d) the filing with the SEC of (i) the Proxy Registration Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or Agreements, the Transactions or the transactions contemplated therebyby the other Transaction Agreements, (ce) such filings with and approval of Nasdaq to permit the Acquiror New Pubco Common Stock to be issued in connection with the Transactions and the transactions contemplated by other Transaction Agreements to be listed on the Nasdaq, (df) the Acquiror Stockholder Required Company Shareholder Approval, or (eg) as set forth in Schedule 4.05(g) and (h) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, Consents the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an Acquiror a Company Material Adverse Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no action by, consent, approval, permit Permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or Acquiror’s execution, delivery and performance of this Agreement by Acquiror or any and the Transaction Agreement Agreements to which any of Acquiror it is a party, as applicable, or party and the consummation of the Transactions or the transactions contemplated hereby and thereby, except for (ai) applicable requirements of obtaining the HSR Actconsents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Schedule 5.07, (bii) the filing with the SEC of (iA) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (iiB) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated hereby or thereby, (ciii) such filings the filing of the Certificate of Merger in accordance with the DGCL and the DLLCA, (iv) compliance with and approval of Nasdaq to permit filings under the Acquiror Common Stock to be issued in connection with the Transactions HSR Act, and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder Approval, or (ev) any actions, consents, approvals, permits Permits or authorizations, designations, declarations or filings, the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Governmental Authorities; Consents. No action byAssuming the truth and accuracy of the representations and warranties of the SPAC Parties contained in this Agreement, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or and delivery and performance of this Agreement by Acquiror or any Transaction the Company does not, and the performance by the Company of this Agreement to which any of Acquiror is a party, as applicable, or and the consummation of the Transactions transactions contemplated hereby shall not, require the Company or any Subsidiary to obtain any Consent, except (a) for compliance with the applicable requirements, if any, of the HSR Act (and any similar Law enforced by any Governmental Authority regarding acquisition notifications for the purpose of competition reviews), (b) the filing of the (i) Company Certificate of Merger and (ii) any filings required pursuant to the Domestication, (c) for Consents that may be required solely by reason of the SPAC Parties or the Merger Subs’ (as opposed to any other third party’s) participation in the transactions contemplated thereby, except for (a) applicable requirements of the HSR Acthereby, (bd) the filing with the SEC of (i) the Registration Statement, the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (ce) such filings with and approval of Nasdaq to permit the Acquiror Common Stock SPAC Ordinary Shares to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the Nasdaq, (df) the Acquiror Stockholder Required SPAC Shareholder Approval, or (eg) as set forth in Schedule 4.05(g) and (h) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, Consents the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an Acquiror a Company Material Adverse Effect.

Governmental Authorities; Consents. No action byAssuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, and subject to receipt of the Acquiror Shareholder Approval, no consent, approvalwaiver, permit approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority other Person is required on the part of Acquiror with respect to the Acquiror’s execution or delivery and performance of this Agreement by Acquiror or any Transaction Agreement to which any of Acquiror is a party, as applicable, or the consummation of the Transactions or the transactions contemplated therebyhereby, except for (a) applicable requirements of the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreementthe Domestication, the Transaction Agreements or applicable requirements and required approval of the Transactions or the transactions contemplated therebyCayman Registrar, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the Nasdaqas are contemplated by this Agreement, (d) any filings required with Nasdaq or the Acquiror Stockholder ApprovalSEC with respect to the transactions contemplated hereby, or (e) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any actionsstate “blue sky” securities Laws, and the rules and regulations thereunder and (f) where the failure to obtain such consents, waiver, approvals, permits or authorizations, designationsor to make such designation, declarations declaration, filing or filingsnotification, the absence of which would not, individually or in the aggregate, reasonably be expected to have an adversely affect the ability of Acquiror Material Adverse Effectto perform or comply with any material obligation under this Agreement or any ancillary agreement hereto to which it is a party or to consummate the transactions contemplated hereby and thereby.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Company Parties contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent consent, waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Acquiror Parties is a party, as applicable, or the consummation of the Domestication, the Transactions or the other transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing of (i) the ZF Certificate of Merger, (ii) the IDX Certificate of Merger, (iii) the IDX Forward Certificate of Merger, and (iv) the Acquiror Charter, each in accordance with the DGCL and, the DLLCA in the case of the IDX Forward Certificate of Merger, (c) the filing with the SEC of (i) the Proxy Registration Statement (and the expiration effectiveness of the waiting period in Rule 14a-6(a) Registration Statement under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SECSecurities Act) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions or the other transactions contemplated thereby, (cd) such filings with and approval of Nasdaq NYSE or NASDAQ, as applicable, to permit the Acquiror Common Stock to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the NasdaqNYSE or NASDAQ, as applicable, (de) all filings required to be made with the Acquiror Stockholder Approval, Cayman Islands Registrar of Companies in connection with the Domestication or (ef) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Governmental Authorities; Consents. No action by, notice, consent, approval, permit waiver or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror the Company or its Subsidiaries with respect to the execution or Company’s execution, delivery and performance of this Agreement by Acquiror or any Transaction Agreement and the other Ancillary Agreements to which any of Acquiror the Company is a party, as applicable, or party and the consummation of the Transactions or the transactions contemplated therebyhereby and thereby (each, a “Governmental Authorization”), except for (ai) applicable requirements the filings and approvals set forth in Section 4.5 of the HSR ActCompany Disclosure Letter, (bii) the filing with the SEC of (iA) the Proxy Registration Statement (and the expiration declaration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed effectiveness thereof by the SEC, receipt of oral or written notification of the completion of the review by the SEC) SEC and (iiB) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Ancillary Agreements or the Transactions or the transactions contemplated hereby or thereby, (ciii) such filings with and approval approvals of Nasdaq the Stock Exchange to permit the Acquiror Common Stock Swiss NewCo Class B Shares to be issued in connection accordance with the Transactions and the other Transaction Agreements this Agreement to be listed on the NasdaqStock Exchange, (div) filing of the Merger Documents under the DGCL and the Cayman Companies Act, as appropriate, (v) the Acquiror Stockholder Approvalapprovals and consents to be obtained on behalf of DE Merger Sub and US HoldCo pursuant to Section 7.6, (vi) the Required Regulatory Approvals or (evii) any actions, notices, consents, approvals, permits waiver or authorizations, designations, declarations or filings, the absence of which has not had, and would not, individually or in the aggregate, not reasonably be expected to have an Acquiror Material Adverse Effecthave, a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement is not, and would not reasonably be expected to be, material to the business of the Company and its Subsidiaries, taken as a whole.

Governmental Authorities; Consents. No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Acquiror Parties is a party, as applicable, or the consummation of the Transactions or the transactions contemplated hereby or thereby, except for (ai) applicable requirements of the HSR Act, (bii) the filing of the Certificate of Merger and the Acquiror A&R Charter in accordance with the DGCL, (iii) the filing with the SEC of (iA) the Registration Statement / Proxy Statement (and the expiration declaration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed effectiveness thereof by the SEC, receipt of oral or written notification of the completion of the review by the SEC) SEC and (iiB) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated hereby or thereby, (civ) such filings with and approval of Nasdaq NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq) to permit the Acquiror Common Stock (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the Acquiror Common Stock to be issued pursuant to the Merger) to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq), (dv) the Required Acquiror Stockholder Shareholder Approval, (vi) the applicable requirements and any approvals and filings that may be required in connection with the Domestication under the Companies Act or (evii) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Impairment Effect.

Governmental Authorities; Consents. No action byAssuming the truth and accuracy of the representations and warranties of the Company contained in this Agreement, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or and delivery and performance of this Agreement by Acquiror or any Transaction the SPAC Parties does not, and the performance by the SPAC Parties of this Agreement to which any of Acquiror is a party, as applicable, or and the consummation of the Transactions or the transactions contemplated therebyshall not, require any SPAC Party to obtain any Consent, except for (a) compliance with the applicable requirements requirements, if any, of the HSR Act, (b) the filing of (i) the First Certificate of Merger in accordance with the DGCL, (ii) the Certificate of Conversion in accordance with the DGCL, (iii) the Second Certificate of Merger in accordance with the DGCL, and (iv) the New Pubco Charter in accordance with the DGCL, (c) Consents that may be required solely by reason of the Company’s or the Company Subsidiaries’ (as opposed to any other third party’s) participation in the Transactions, (d) the filing with the SEC of (i) the Proxy Registration Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or Agreements, the Transactions or the transactions contemplated therebyby the other Transaction Agreements, (ce) such filings with and approval of Nasdaq to permit the Acquiror New Pubco Common Stock to be issued in connection with the Transactions and the transactions contemplated by the other Transaction Agreements to be listed on the Nasdaq, (df) the Acquiror Required SPAC Stockholder Approval, or and (eg) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, Consents the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror a SPAC Material Adverse Effect.

Governmental Authorities; Consents. No action byAssuming the truth and accuracy of the representations and warranties of the Company contained in this Agreement, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or and delivery and performance of this Agreement by Acquiror or any Transaction the SPAC Parties does not, and the performance by the SPAC Parties of this Agreement to which any of Acquiror is a party, as applicable, or and the consummation of the Transactions or the transactions contemplated therebyhereby shall not, require any SPAC Party to obtain any Consents from any Governmental Authority, except for (a) applicable requirements the filing of the HSR ActSPAC Amended Charter in accordance with the DGCL, (b) for Consents that may be required solely by reason of the Company or its Subsidiaries’ (as opposed to any other third party’s) participation in the transactions contemplated hereby, (c) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a14a- 6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the NasdaqRequired SPAC Stockholder Approval, (d) the Acquiror Stockholder Approval, or as set forth in Schedule 4.05(h) and (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror a SPAC Material Adverse Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Acquiror Parties is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing of the (i) Certificate of Merger I and (ii) Certificate of Merger II, and (iii) the Acquiror Charter, each in accordance with the DGCL and DLLCA, (c) the filing with the SEC of (i) the Proxy Statement / Prospectus (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (cd) such filings with and approval of Nasdaq the Selected National Securities Exchange to permit the Acquiror Common Stock to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder ApprovalSelected National Securities Exchange, or (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Acquiror Parties is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing of the Company Certificates of Merger and the Acquiror Charter, each in accordance with the DGCL, (c) the filing with the SEC of (i) the Proxy Statement / Prospectus (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (cd) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on the Nasdaq, (de) the Acquiror Stockholder Approval, Approval or (ef) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Governmental Authorities; Consents. No action byAssuming the truth and accuracy of the representations and warranties of the SPAC Parties contained in this Agreement, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or and delivery and performance of this Agreement by Acquiror or any Transaction the Company does not, and the performance by the Company of this Agreement to which any of Acquiror is a party, as applicable, or and the consummation of the Transactions transactions contemplated hereby shall not, require the Company or any Subsidiary to obtain any Consent, except (a) the filing of the SPAC Amended Charter in accordance with the DGCL, (b) for Consents that may be required solely by reason of the SPAC Parties’ (as opposed to any other third party’s) participation in the transactions contemplated thereby, except for (a) applicable requirements of the HSR Acthereby, (bc) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (cd) such filings with and approval of Nasdaq (or, to the extent applicable, the NYSE) to permit the Acquiror SPAC Common Stock to be issued in connection with the Transactions transactions contemplated by this Agreement and the other Transaction Agreements to be listed on Nasdaq (or, to the Nasdaqextent applicable, the NYSE), (de) the Acquiror Required SPAC Stockholder Approval, or (ef) as set forth in Schedule 4.05(h) and (g) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, Consents the absence of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an Acquiror a Company Material Adverse Effect.