Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror and the Acquisition Entities 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 other Person is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby (including under the Company Shareholders Agreement), except (a) as otherwise listed in Section 4.5 of the Company Disclosure Letter, (b) for the Company Shareholders’ Approval, (c) 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 Acquisition Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Company and the PubCo Charter with the Cayman Registrar and publication of notification of the Acquisition Merger in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act, and (d) for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to have, a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement, or (ii) be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole).

Governmental Authorities; Consents. Assuming the truth and completeness of the respective representations and warranties of the Company and Acquiror and the Acquisition Entities 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 other Person is required on the part of the Company or its Subsidiaries such Acquisition Entity with respect to the Companysuch Acquisition Entity’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby (including under the Company Shareholders Agreement)hereby, except (a) as otherwise listed in Section 4.5 of for the Company Disclosure LetterMAS de-SPAC Condition and the MAS Warrant Condition, (b) for the Company Shareholders’ Approval, (c) 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 Acquisition Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Company and the PubCo Charter with the Cayman Registrar and publication of notification of the Acquisition Merger in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act, and (d) for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to have, a material adverse effect on the ability of the Company such Acquisition Entity to enter into and perform its obligations under this Agreement, or (ii) be or reasonably be expected to be material to the business of the Company and its Subsidiaries Acquisition Entities (taken as a whole)) and (c) the filing of the Proxy/Registration Statement with the SEC, the registration of the Plan of Initial Merger, the Plan of Acquisition Merger and related documentation with the Cayman Registrar and publication of notification of the Mergers in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror and the Acquisition Entities SPAC contained in this AgreementAgreement and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) or other Person is required on the part of the Company or its Subsidiaries Merger Sub with respect to the Company’s execution or each of their execution, delivery and performance of this Agreement and the 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 (including under the Company Shareholders Agreement)and thereby, except for (ai) as otherwise obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed in on Section 4.5 4.05 of the Company Disclosure Letter, (bii) for the Company Shareholders’ Approvalfiling (A) with the SEC of the Proxy 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, (ciii) compliance with and filings or 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, (iv) 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 First Plan of Acquisition Merger and filing of the related documentation with the Cayman Registrar, the filing Islands Registrar of the Articles of the Surviving Company and the PubCo Charter with the Cayman Registrar and publication of notification of the Acquisition Merger in the Cayman Islands Government Gazette, in each case Companies in accordance with the Cayman Companies ActLaw, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (dvi) for any such notices to, actions by, consents, approvals, authorizationspermits or authorizations of, or designations, declarationsdeclarations or filings with, waivers or filingsany Governmental Authority, the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to have, not have a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement, or (ii) be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole)Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror the Company and the Acquisition Entities 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 other Person is required on the part of the Company or its Subsidiaries Acquiror with respect to the CompanyAcquiror’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby (including under the Company Shareholders Agreement)hereby, except (a) as otherwise listed in disclosed on Section 4.5 5.7 of the Company Acquiror Disclosure Letter, (b) for the Company Shareholders’ Acquiror Shareholder Approval, (c) 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 Acquisition Initial Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Company Subsidiary and the PubCo Charter with the Cayman Registrar and publication of notification of the Acquisition Initial Merger in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act, and (d) for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to have, a material adverse effect on the ability of the Company Acquiror to enter into and perform its obligations under this Agreement, Agreement or (ii) be or reasonably be expected to be material to the business of the Company and its Subsidiaries Acquiror (taken as a whole).

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror and the Acquisition Entities Company contained in this AgreementAgreement and the other Transaction Agreements to which it is or will be a party, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) or other Person Authorization is required on the part of the Company ListCo or its Subsidiaries Merger Sub with respect to the Company’s execution or execution, delivery and performance of this Agreement and the other Transaction Agreements by each of ListCo and Merger Sub to which it is or will be a party and the consummation by the Company of the transactions contemplated hereby (including under the Company Shareholders Agreement)Transactions, except for (ai) as otherwise listed in Section 4.5 of the Company Disclosure Letter, (b) for the Company Shareholders’ Approval, (c) 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 Acquisition Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Company and the PubCo Charter with the Cayman Registrar and publication of notification of the Acquisition Merger in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act, and (d) for any consents, approvals, authorizations, designations, declarations, waivers or filings, Authorization the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to havehave a Material Adverse Effect, a material adverse effect on (ii) the ability filing with the SEC of (A) the Proxy Statement (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Company to enter into and perform its obligations under Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiiii) be compliance with and filings or reasonably be expected notifications required to be material 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, (iv) the filing of the Plan of Merger with the Registrar of Companies in the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the business of Cayman Companies Act, and (v) the Company and its Subsidiaries (taken as a whole).ListCo Shareholder Approval. ​

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror each of ListCo, Merger Sub and the Acquisition Entities Merger Sub II contained in this Agreement, the Plans of Merger and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) or other Person is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which each is or will be a party and the consummation by the Company of the transactions contemplated hereby (including under the Company Shareholders Agreement)Transactions, except for (ai) as otherwise listed in Section 4.5 of obtaining the Company Disclosure LetterRegulatory Approvals, (bii) for the Company Shareholders’ Approval, (c) 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 Acquisition Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Company and the PubCo Charter with the Cayman Registrar and publication of notification of the Acquisition Merger in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act, and (d) for obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to havehave a Material Adverse Effect, a material adverse effect on (iii) the ability filing (A) with the SEC of the Company Proxy Statement and (B) of any other documents or information required pursuant to enter into applicable requirements, if any, of applicable Securities Laws, (iv) compliance with and perform its obligations under filings or 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, (iiv) be or reasonably be expected to be material the filing of the Plans of Merger and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the business of Cayman Companies Act and (vi) the Company and its Subsidiaries (taken as a whole)Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror and the Acquisition Entities Company contained in this AgreementAgreement and the other Transaction Agreements to which it is or will be a party, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) or other Person Authorization is required on the part of the Company ListCo or its Subsidiaries Merger Sub with respect to the Company’s execution or execution, delivery and performance of this Agreement and the other Transaction Agreements by each of ListCo and Merger Sub to which it is or will be a party and the consummation by the Company of the transactions contemplated hereby (including under the Company Shareholders Agreement)Transactions, except for (ai) as otherwise listed in Section 4.5 of the Company Disclosure Letter, (b) for the Company Shareholders’ Approval, (c) 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 Acquisition Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Company and the PubCo Charter with the Cayman Registrar and publication of notification of the Acquisition Merger in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act, and (d) for any consents, approvals, authorizations, designations, declarations, waivers or filings, Authorization the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to havehave a Material Adverse Effect, a material adverse effect on (ii) the ability filing with the SEC of (A) the Proxy Statement (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Company to enter into and perform its obligations under Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiiii) be compliance with and filings or reasonably be expected notifications required to be material 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, (iv) the filing of the Plan of Merger with the Registrar of Companies in the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the business of Cayman Companies Act, and (v) the Company and its Subsidiaries (taken as a whole)ListCo Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror each of ListCo, Merger Sub and the Acquisition Entities Merger Sub II contained in this Agreement, the Plans of Merger and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, waiverapproval, approval permit or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) or other Person is required on the part of the Company or its Subsidiaries with respect to the Company’s execution or each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which each is or will be a party and the consummation by the Company of the transactions contemplated hereby (including under the Company Shareholders Agreement)Transactions, except for (ai) as otherwise listed in Section 4.5 of obtaining the Company Disclosure LetterRegulatory Approvals, (bii) for the Company Shareholders’ Approval, (c) 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 Acquisition Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Company and the PubCo Charter with the Cayman Registrar and publication of notification of the Acquisition Merger in the Cayman Islands Government Gazette, in each case in accordance with the Cayman Companies Act, and (d) for obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to havehave a Material Adverse Effect, a material adverse effect on (iii) the ability filing (A) with the SEC of the Company Proxy Statement and (B) of any other documents or information required pursuant to enter into applicable requirements, if any, of applicable Securities Laws, (iv) compliance with and perform its obligations under filings or 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, (iiv) be or reasonably be expected to be material the filing of the Plans of Merger and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the business of Cayman Companies Act, and (vi) the Company and its Subsidiaries (taken as a whole)Shareholder Approval.