Common use of Governmental Consent, etc Clause in Contracts

Governmental Consent, etc. No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery, and performance of this Agreement or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulation.

Governmental Consent, etc. No permit, consent, approval or -------------------------- authorization of, or designation, declaration to or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery, delivery and performance by the Company of this Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by the Company of any other transaction transactions contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law hereby or regulationthereby.

Governmental Consent, etc. No permit, consent, approval or authorization of, or designation, declaration to or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery, delivery and performance by the Purchaser of this Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by the Purchaser of any other transaction transactions contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law hereby or regulationthereby.

Governmental Consent, etc. No consent, approval approval, or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with for the valid execution, delivery, execution and performance delivery of this the Agreement or the valid offer, issue, sale or issuance and delivery of the Shares, shares sold by the Company pursuant hereto except for such as have already been obtained or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationmade.

Governmental Consent, etc. No permit, consent, approval or authorization of, or designation, declaration to or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery, delivery and performance by the Company of this Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by the Company of any other transaction transactions contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law hereby or regulationthereby.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement (including all Exhibits annexed hereto), or the offer, sale or issuance of the SharesSecurities, or the consummation of any other transaction contemplated by this Agreement hereby, except certain filings as may be required under the Securities Act and state by applicable securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationlaws.

Governmental Consent, etc. No permit, consent, approval or authorization of, or designation, declaration to or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery, delivery and performance by such Purchaser of this Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by such Purchaser of any other transaction transactions contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law hereby or regulationthereby.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the SharesDebenture, or the consummation of any other transaction contemplated by this Agreement hereby, except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance filing with the applicable law or regulationSEC of a registration statement for the purpose of registering the Common Stock underlying the Debenture.

Governmental Consent, etc. No consent, approval or authorization of, of (or designation, declaration or filing with, ) any governmental authority or the National Association of Securities Dealers, Inc., on the part of the Company is required in connection with the valid execution, delivery, and delivery or performance of this Agreement Agreement, or the offer, sale or issuance of the SharesWarrants and the Shares pursuant hereto, or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationhereby.

Governmental Consent, etc. No permit, consent, approval or authorization of, or designation, declaration to or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery, delivery and performance by the Company of this Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by the Company of any other transaction transactions contemplated by this Agreement hereby or thereby, except certain as set forth on the attached "CONSENTS SCHEDULE" and except as expressly contemplated herein or in the exhibits hereto except for filings as may be required under the Securities Act and state applicable securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationlaws.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the Shares, Shares or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationhereby.

Governmental Consent, etc. No permit, consent, approval or authorization of, or designation, declaration to or filing with, any governmental or regulatory authority on the part of or any other party or person is required to be obtained by the Company is required in connection with the valid its execution, delivery, delivery and performance of this Agreement or the offerAgreement, sale or issuance of the Shares, other agreements or the consummation of any other transaction transactions contemplated by this Agreement hereby except certain filings as may for those which could not, individually or in the aggregate, reasonably be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationexpected to have a Material Adverse Effect.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated by this Agreement hereby, except certain such filings as may be required under the Securities Act and state securities laws and regulations, which filings will to be made timely in accordance with the applicable law or regulationSEC.

Governmental Consent, etc. No consent, approval approval, order or authorization of, or of (of designation, declaration or filing with, ) any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the SharesCommon Stock, or the consummation of any other transaction contemplated by this Agreement hereby, except certain filings qualification (or taking such action as may be required necessary to secure an exemption from qualification, if available) or the offer and sale of the Common Stock under the Securities Act and state applicable estate securities laws and regulationslaws, which filings and qualifications, if required, will be made accomplished in a timely in accordance with the applicable law or regulationmanner.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement or Agreement, the effectuation of the Conversion, the offer, sale or issuance of (in the Shares, or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulation.case of

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the SharesConvertible Debentures and Warrants hereunder, or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationhereby.

Governmental Consent, etc. No consent, approval or authorization -------------------------- of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery, and performance of this Agreement or the offer, sale or issuance of the SharesStock, or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulation.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company or Sub is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the SharesShares or the shares of Sub issuable under its Warrant, or the consummation of any other transaction contemplated by this Agreement hereby, except certain such filings as may be required under to be made with the SEC, the National Association of Securities Act Dealers, Inc. and applicable state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationlaws.

Governmental Consent, etc. No Except for the filing of any required Form D, no consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the Sharessecurities hereunder, or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationhereby.

Governmental Consent, etc. No permit, consent, approval or authorization of, or designation, declaration to or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery, delivery and performance by the Company and its Subsidiaries of this Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by the Company and its Subsidiaries of any other transaction transactions contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law hereby or regulationthereby.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any state or federal governmental authority on the part of the Company is required in connection with the valid execution, delivery, delivery and performance of this Agreement or and the offer, sale or issuance of the SharesNotes, or the consummation of any other transaction contemplated hereby or thereby or by this Agreement except certain filings as may be required under the Securities Act exhibits hereto and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationthereto.

Governmental Consent, etc. No consent, approval or authorization ofof any governmental authority or person, or designation, declaration or filing with, with any governmental authority on the part of the Company or any Subsidiary, is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement or the offer, sale or issuance consummation of the SharesMerger contemplated hereby, other than those consents, approvals, authorizations, designations, declarations or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely referred to in accordance with the applicable law Section 6.1(a) or regulationlisted on SCHEDULE 2.5.

Governmental Consent, etc. No To the Company's knowledge, no consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement (including all Exhibits annexed hereto), the consummation of any other transaction contemplated hereby, or the offer, sale or issuance of the SharesSecurities, or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state by applicable securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationlaws.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance of this Agreement or the offer, sale or issuance delivery of the SharesAgreement, or the consummation of any other transaction contemplated by this Agreement hereby, except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationfiling of a Form D notice.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid executionexecution and delivery of the Agreement, delivery, and performance of this Agreement or the offer, sale or issuance of the Shares, Shares or the consummation of any other transaction contemplated by this Agreement thereby, except certain such filings as may be required determined by counsel to the Company to be necessary to secure an exemption from registration under the Securities Act and state securities laws and regulationswhich filing, which filings if required, will be made accomplished in a timely in accordance with manner prior to or promptly upon completion of the applicable law or regulationissuance of the Shares.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated by this Agreement hereby, except certain such filings as may be required under the Securities Act and state securities laws and regulations, which filings will to be made timely in accordance with the applicable law or regulation.SEC and the National Association of Securities Dealers, Inc.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid execution, delivery, execution and performance delivery of this Agreement Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated by this Agreement hereby, except certain such filings as may be required under the Securities Act and state securities laws and regulations, which filings will to be made timely in accordance with the applicable law or regulationSEC and the U.S. Patent and Trademark Office.

Governmental Consent, etc. No consent, approval or authorization of, of or designation, declaration or filing with, with any governmental authority on the part of the Company is required in connection with the valid executionexecution and delivery of the Agreements, delivery, and performance of this Agreement or the offer, sale or issuance of the Shares, Preferred (and the Common Stock issu- able upon conversion of the Preferred) or the consummation of any other transaction contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationthereby.

Governmental Consent, etc. No consent, approval approval, order or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any governmental authority is required on the part of the Company is required or any Seller in connection with the valid execution, delivery, execution and performance delivery of this Agreement or the offer, sale or issuance of the SharesAgreement, or the consummation of any the other transaction transactions contemplated by this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulationAgreement.