Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of the Company, Pubco or Merger Sub with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful execution, delivery or performance of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Time, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (d) the filing with the SEC of (i) the Registration Statement and Proxy Statement and the declaration of the effectiveness thereof 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, any Ancillary Agreements or the transactions contemplated hereby or thereby and (e) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware.

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 approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration consent waiver or termination of waiting periods authorization from any Governmental Authority is required on the part of the Company, Pubco or Merger Sub SPAC with respect to the Company’s, PubcoSPAC’s or Merger Sub’s respective valid and lawful execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (ai) applicable requirements of obtaining the HSR Act and any consents of, or submitting notifications, filings, notices or other applicable Antitrust Lawsubmissions to, the Governmental Authorities listed on Schedule 5.05, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (dii) the filing with the SEC of (iA) the Registration Statement and Proxy Statement Statement/Prospectus 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 applicable Securities Laws, and (iiC) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby Transactions, (iii) compliance with and filings or thereby notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (eiv) the filing of the Certificates First Plan of Merger in accordance with Cayman Companies Law, (v) the Secretary of State filing of the State Second Plan of DelawareMerger in accordance with Cayman Companies Law, (vi) the SPAC Shareholder Approval, and (vii) the SPAC Second Merger Approval.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of SPAC contained in this Agreement and the other Transaction Agreements to which it is a party, no notice to, action by, consent, approval approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of the Company, Pubco Merger Sub or Merger Sub II with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful each of their execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which each is a party and the consummation by the Company, Merger Sub or Merger Sub II of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (ai) applicable requirements of obtaining the HSR Act and any consents of, or submitting notifications, filings, notices or other applicable Antitrust Lawsubmissions to, the Governmental Authorities listed on Schedule 4.05, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (dii) the filing (A) with the SEC of (i) the Registration Statement and Proxy Statement Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (iiB) such reports under Section 13(aany other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (iii) compliance with and filings or 15(d) of notifications required to be filed with the Exchange Act state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby or thereby and Transactions, (eiv) the filing of the Certificates First Plan of Merger and related documentation with the Secretary Cayman Islands Registrar of State Companies in accordance with the Cayman Companies Law, (v) the filing of the State Second Plan of DelawareMerger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not reasonably be expected to have, individually or in the aggregate, a 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 notice to, action by, consent, approval approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of the Company, Pubco or Merger Sub SPAC with respect to the Company’s, PubcoSPAC’s or Merger Sub’s respective valid and lawful execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (ai) applicable requirements obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the HSR Act and any other applicable Antitrust LawSPAC Disclosure Letter, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (dii) the filing with the SEC of (iA) the Registration Statement and Proxy Statement Statement/Prospectus 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 applicable Securities Laws, and (iiC) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby Transactions, (iii) compliance with and filings or thereby notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (eiv) the filing of the Certificates First Plan of Merger and related documentation with the Secretary Cayman Islands Registrar of State Companies in accordance with the Cayman Companies Law, (v) the filing of the State Second Plan of DelawareMerger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of each of the Warrantors contained in this Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, approval approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice(collectively, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority the “Authorizations”) is required on the part of the Company, Pubco or Merger Sub Company with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful each of their execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which each is or will be a party and the consummation by the Company of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective TimeTransactions, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (bi) any consents, approvals, authorizations, designations, declarations, waivers or filings, Authorization the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b)Material Adverse Effect, (c) those disclosed on Schedule 4.05(c), (dii) the filing (A) with the SEC of (i) the Registration Statement and Proxy Statement and the declaration of the effectiveness thereof by the SEC and (ii) such reports under Section 13(a) or 15(dB) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (iii) compliance with and filings or notifications required to be filed with the Exchange Act state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby or thereby and Transactions, (eiv) the filing of the Certificates Plan of Merger with the Secretary Registrar of State Companies in the Cayman Islands and the publication of notification of the State of Delaware.Merger in the Cayman Islands Government Gazette pursuant to the Cayman Companies Act, and (v) the Company Shareholder Approval. ​ ​ ​ ​

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of each of the Warrantors contained in this Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, approval approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice(collectively, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority the “Authorizations”) is required on the part of the Company, Pubco or Merger Sub Company with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful each of their execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which each is or will be a party and the consummation by the Company of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective TimeTransactions, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (bi) any consents, approvals, authorizations, designations, declarations, waivers or filings, Authorization the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b)Material Adverse Effect, (c) those disclosed on Schedule 4.05(c), (dii) the filing (A) with the SEC of (i) the Registration Statement and Proxy Statement and the declaration of the effectiveness thereof by the SEC and (ii) such reports under Section 13(a) or 15(dB) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (iii) compliance with and filings or notifications required to be filed with the Exchange Act state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby or thereby and Transactions, (eiv) the filing of the Certificates Plan of Merger with the Secretary Registrar of State Companies in the Cayman Islands and the publication of notification of the State of DelawareMerger in the Cayman Islands Government Gazette pursuant to the Cayman Companies Act, and (v) the Company Shareholder Approval.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of SPAC contained in this Agreement and the other Transaction Agreements to which SPAC is or will be a party, no consent, approval approval, Permit or authorization of, or designation, declaration or filing with, with any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration waiver or termination of waiting periods authorization from any Governmental Authority is required on the part of the Company, Pubco Merger Sub or Merger Sub II with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful each of their execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which each is or will be a party and the consummation by the Company, Merger Sub or Merger Sub II of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (ai) applicable requirements of obtaining the HSR Act and any consents of, or submitting notifications, filings, notices or other applicable Antitrust Lawsubmissions to, the Governmental Authorities listed on Schedule 4.05, (bii) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b)Material Adverse Effect, (c) those disclosed on Schedule 4.05(c), (diii) the filing (A) with the SEC of (i) the Registration Statement and Proxy Statement Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (ii) such reports under Section 13(a) or 15(dB) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (iv) compliance with and filings or notifications required to be filed with the Exchange Act state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby or thereby Transactions, and (ev) the filing of the Certificates First Plan of Merger, the Second Plan of Merger and related documentation with the Secretary Cayman Islands Registrar of State of Companies in accordance with the State of DelawareCayman Companies Act, and (vi) the Company Shareholder Approval.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Company and Merger Sub contained in this Agreement, no action by, consent, approval approval, Permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration consent waiver or termination of waiting periods authorization from any Governmental Authority is required on the part of the Company, Pubco or Merger Sub SPAC with respect to the Company’s, PubcoSPAC’s or Merger Sub’s respective valid and lawful execution, delivery or and performance of this Agreement Agreement, the Plan of Merger and the Ancillary Agreements, other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (a) applicable requirements obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the HSR Act and any other applicable Antitrust LawSPAC Disclosure Schedules, (b) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b)SPAC Impairment Effect, (c) those disclosed on Schedule 4.05(c), (d) the filing with the SEC of (i) the Registration Statement and Proxy Statement Statement/Prospectus and the declaration of the effectiveness thereof by the SEC SEC, (ii) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (iiiii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby Transactions, (d) compliance with and filings or thereby notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (e) the filing of the Certificates Plan of Merger with the Secretary Cayman Islands Registrar of State of Companies in accordance with the State of DelawareCayman Companies Act, and (f) the SPAC Shareholder Approval.

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 consent, approval approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration consent waiver or termination of waiting periods authorization from any Governmental Authority is required on the part of the Company, Pubco or Merger Sub SPAC with respect to the Company’s, PubcoSPAC’s or Merger Sub’s respective valid and lawful execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (ai) applicable requirements of obtaining the HSR Act and any consents of, or submitting notifications, filings, notices or other applicable Antitrust Lawsubmissions to, the Governmental Authorities listed on Schedule 5.05, (bii) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b)SPAC Impairment Effect, (c) those disclosed on Schedule 4.05(c), (diii) the filing with the SEC of (iA) the Registration Statement and Proxy Statement Statement/Prospectus 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 applicable Securities Laws, and (iiC) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby Transactions, (iv) compliance with and filings or thereby notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (ev) the filing of the Certificates First Plan of Merger and the Second Plan of Merger with the Secretary Cayman Islands Registrar of State of Companies in accordance with Cayman Companies Act, and (vi) the State of DelawareSPAC Shareholder Approval.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Group Companies contained in this Agreement, no notice to, action by, consent, approval approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of the Company, Pubco or Merger Sub SPAC with respect to the Company’s, PubcoSPAC’s or Merger Sub’s respective valid and lawful execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (di) the filing with the SEC of (iA) the Registration Statement and Proxy Statement Statement/Prospectus 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 applicable Securities Laws, and (iiC) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby Transactions, (ii) compliance with and filings or thereby notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (eiii) the filing of the Certificates Plan of Merger and related documentation with the Secretary Cayman Islands Registrar of State Companies in accordance with the Cayman Companies Law, and (iv) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of the State of Delawarewhich would not have a SPAC Impairment Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of SPAC and MultiplAI contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority other Person is required on the part of the Company, Pubco Company or Merger Sub its Subsidiaries with respect to the Company’s, Pubco’s execution or Merger Sub’s respective valid and lawful execution, delivery or performance of this Agreement and the Ancillary Agreements, or any other Transaction Document to which it is a party or the consummation by the Company of the transactions contemplated hereby or thereby or the continuing operation of the business Transactions, except (a) as otherwise listed on Section 4.5 of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Time, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust LawDisclosure Letter, (b) for the filing of the Proxy/Registration Statement with the SEC, other filings with respect to the Transactions pursuant to the applicable state blue sky or other securities Laws, the registration of the Plan of Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Subsidiary and the Company M&A with the Cayman Registrar and publication of notification of the Merger in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act, (c) for any filings or approvals required under any applicable antitrust or competition Law, including Argentine Law No. 27,442 (Ley de Defensa de la Competencia), and (d) as and where the failure to obtain such consents, approvals, authorizations, designations, declarations, waivers or filingswaivers, the absence of which has not had and or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to prevent or materially delay the consummation of any of the Transactions or otherwise prevent the Company from performing its material obligations under this Agreement and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (d) the filing with the SEC of (i) the Registration Statement and Proxy Statement and the declaration of the effectiveness thereof 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, any Ancillary Agreements or the transactions contemplated hereby or thereby and (e) the filing of the Certificates of Merger with the Secretary of State of the State of DelawareTransaction Document.

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 approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration consent waiver or termination of waiting periods authorization from any Governmental Authority is required on the part of the CompanyListCo, Pubco Merger Sub or Merger Sub II with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful execution, delivery or and performance of this Agreement and the Ancillary Agreementsother Transaction Agreements by each of ListCo, Merger Sub and Merger Sub II to which it is or will be a party and the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective TimeTransactions, except for (ai) applicable requirements of obtaining the HSR Act and any consents of, or submitting notifications, filings, notices or other applicable Antitrust Lawsubmissions to, the Governmental Authorities listed on Schedule 5.05, (bii) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b)ListCo Impairment Effect, (c) those disclosed on Schedule 4.05(c), (diii) the filing with the SEC of (iA) the Registration Statement and Proxy Statement and the declaration (B) any other documents or information required pursuant to applicable requirements, if any, of the effectiveness thereof by the SEC applicable Securities Laws, and (iiC) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby Transactions, (iv) compliance with and filings or thereby notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (ev) the filing of the Certificates Plans of Merger with and the Secretary publication of State notification of the State of DelawareMergers in the Cayman Islands Government Gazette pursuant to the Cayman Companies Act, and (vi) the ListCo Shareholder Approval.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of SPAC contained in this Agreement, the Plan of Merger and the other Transaction Agreements to which SPAC is or will be a party, no consent, approval approval, Permit or authorization of, or designation, declaration or filing with, with any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration waiver or termination of waiting periods authorization from any Governmental Authority is required on the part of the Company, Pubco Company or Merger Sub with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful each of their execution, delivery or and performance of this Agreement Agreement, the Plan of Merger and the Ancillary Agreements, other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (a) applicable requirements obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 4.05 of the HSR Act and any other applicable Antitrust LawCompany Disclosure Schedules, (b) obtaining any consents, approvals, Permits, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect Material Adverse Effect, on the ability of the Company, Pubco or Merger Sub Company to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (d) the filing (i) with the SEC of (i) the Registration Statement and Proxy Statement Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (ii) such reports under Section 13(aof any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (d) compliance with and filings or 15(d) of notifications required to be filed with the Exchange Act state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby or thereby and Transactions, (e) the filing of the Certificates Plan of Merger and related documentation with the Secretary Cayman Islands Registrar of State of Companies in accordance with the State of DelawareCayman Companies Act, and (f) the Company Shareholder Approval.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of SPAC contained in this Agreement and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, approval (including, without limitation, the PRC Investment Approval), permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of the Company, Pubco Company or Merger Sub with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful each of their execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which each is or will be a party and the consummation by the Company or Merger Sub of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (di) the filing (A) with the SEC of (i) the Registration Statement and Proxy Statement Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (ii) such reports under Section 13(a) compliance with and filings or 15(d) of notifications required to be filed with the Exchange Act state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby or thereby and Transactions, (eiii) the filing of the Certificates Plan of Merger and related documentation with the Secretary Cayman Islands Registrar of State Companies in accordance with the Cayman Companies Law, and (iv) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of the State of Delawarewhich would not have a Material Adverse Effect.

Governmental Authorities; Consents. No consentExcept as set forth in the next sentence, approval or authorization of, or designation, declaration or filing with, no Company Entity is required to submit any Governmental Authority or notice, approvalreport or other filing with any United States or foreign, consentfederal, waiverstate, authorizationprovincial or local governmental, filingregulatory or administrative authority, reportagency or commission (each, registrationa “Governmental Authority”) or any other party or individual, Permitcorporation, clearancepartnership, expiration association, limited liability company, trust, unincorporated organization, other entity or termination of waiting periods from any Governmental Authority is required on the part group (as defined in Section 13(d) of the CompanySecurities Exchange Act of 1934, Pubco as amended) (each a “Person”) in connection with the execution or Merger Sub with respect to the Company’s, Pubco’s delivery of any Transaction Document or Merger Sub’s respective valid and lawful execution, delivery or performance of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby hereby. No consent, approval, exemption, authorization or thereby other action by any Governmental Authority or any other Person is required to be obtained by any Company Entity in connection with the execution, delivery and performance of any Transaction Document or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timetransactions contemplated hereby, except for (a) applicable requirements filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act Act”) and any other applicable the Other Antitrust LawRegulations, (b) the filing of the Certificate of Merger pursuant to the DGCL, (c) the consents required from the other parties to the Material Contracts as set forth in Section 3.04 of the Disclosure Schedule (“Material Contracts Third Party Consents”), (d) the consents required from the other parties to the Leases as set forth in Section 3.04 of the Disclosure Schedule (“Lease Consents”), (e) the consents required from any foreign Governmental Authority as set forth in Section 3.04 of the Disclosure Schedule (“Foreign Consents”) and (f) consents, approvals, exemptions, authorizations, designationsfilings or notifications other than those set forth in clauses (a)-(e) above where the failure to obtain such consents, declarationsapprovals, waivers exemptions or filingsauthorizations, the absence of which has not had and or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (d) the filing with the SEC of (i) the Registration Statement and Proxy Statement and the declaration of the effectiveness thereof 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, any Ancillary Agreements or the transactions contemplated hereby or thereby and (e) the filing of the Certificates of Merger with the Secretary of State of the State of DelawareCompany Material Adverse Effect.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of SPAC contained in this Agreement and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, approval approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of the Company, Pubco Company or Merger Sub with respect to the Company’s, Pubco’s or Merger Sub’s respective valid and lawful each of their execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which each is or will be a party and the consummation by the Company or Merger Sub of the transactions Transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (di) the filing (A) with the SEC of (i) the Registration Statement and Proxy Statement Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (ii) such reports under Section 13(a) compliance with and filings or 15(d) of notifications required to be filed with the Exchange Act state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby or thereby and Transactions, (eiii) the filing of the Certificates First Plan of Merger and related documentation with the Secretary of State Cayman Registrar in accordance with the Cayman Companies Law, (iv) the filing of the State Second Plan of DelawareMerger and related documentation with the Cayman Registrar in accordance with the Cayman Companies Law, and (v) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a 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 notice to, action by, consent, approval approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of the Company, Pubco or Merger Sub SPAC with respect to the Company’s, PubcoSPAC’s or Merger Sub’s respective valid and lawful execution, delivery or and performance of this Agreement and the Ancillary Agreements, other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and its Subsidiaries following the effectiveness of the Acquisition Merger Effective Timethereby, except for (ai) applicable requirements obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the HSR Act and any other applicable Antitrust LawSPAC Disclosure Letter, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to Pubco or Merger Sub, or to have a material adverse effect on the ability of the Company, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (c) those disclosed on Schedule 4.05(c), (dii) the filing with the SEC of (iA) the Registration Statement and Proxy Statement Statement/Prospectus 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 applicable Securities Laws, and (iiC) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, any Ancillary the other Transaction Agreements or the transactions contemplated hereby Transactions, (iii) compliance with and filings or thereby notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (eiv) the filing of the Certificates First Plan of Merger and related documentation with the Secretary of State Cayman Registrar in accordance with the Cayman Companies Law, (v) the filing of the State Second Plan of DelawareMerger and related documentation with the Cayman Registrar in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Effect.