Common use of Governmental Consents Clause in Contracts

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement except for notices required or permitted to be filed compliance with certain state the securities and federal securities commissionsblue sky laws in the states and other jurisdictions in which Securities are offered and/or sold, which notices compliance will be filed on a timely basiseffected in accordance with such laws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices certain post-closing filings as may be required or permitted pursuant to be filed with certain state and federal securities commissions, which notices will be filed on a timely basislaws and under the “Blue Sky” laws of the various states.

Governmental Consents. No consent, approval, order order, or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state, local local, or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with for the consummation execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale of the transactions contemplated by this AgreementShares, except for notices required or permitted filings that have been made pursuant to be filed with certain applicable state securities laws and post-sale filings pursuant to applicable state and federal securities commissionslaws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order order, or ---------------------- authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state, local local, or provincial governmental authority on the part of the Company or any of its subsidiaries the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreementhereby or thereby, except for notices other than filings required or permitted to be filed with certain under federal and state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this AgreementSubscription, except for notices required or permitted filings pursuant to be filed with certain applicable state securities laws, and federal securities commissions, which notices will be filed on a timely basisRegulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state, state or local or provincial governmental authority (each, a “Governmental Entity”) on the part of the Company or any of its subsidiaries is required in connection with the consummation issuance and sale of the transactions contemplated by this AgreementShares and Warrants to the Purchasers, except for notices such filings as have been made prior to the date hereof, and such additional post-Closing filings as may be required or permitted to be filed comply with certain applicable state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order qualification or authorization authority of, or registration, qualification, designation, declaration registration or filing with, any federallocal, state, local state or provincial federal governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation valid execution, delivery or performance of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Note Conversion Shares, or the Warrant Amendment or the consummation of any transaction contemplated hereby, except for notices required or permitted such filings as have been made prior to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisthe date hereof.

Governmental Consents. No consent, approval, order qualification or authorization authority of, or registration, qualification, designation, declaration registration or filing with, any federallocal, state, local state or provincial federal governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation valid execution, delivery or performance of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Warrant Shares, or the consummation of any transaction contemplated hereby, except for notices required or permitted such filings as have been made prior to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisthe date hereof.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with the Principal Market or certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries Issuer is required in connection with the consummation of the transactions transaction contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required such as has been duly and validly obtained or permitted filed, or with respect to any filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, that must be filed with certain state and federal securities commissionsmade after each Closing, which notices as will be filed on in a timely basismanner.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required filings, if any, pursuant to the securities laws of the states of residence of the Investor, or permitted to such other post-closing filings as may be filed with certain state and federal securities commissions, which notices will be filed on a timely basisrequired.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted any post-sale filings pursuant to be filed with certain applicable state and federal securities commissionslaws, which notices filings will be filed on a timely basiseffected within the applicable time periods.

Governmental Consents. No consent, approval, order qualification or authorization authority of, or registration, qualification, designation, declaration registration or filing with, any federallocal, state, local state or provincial federal governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation valid execution, delivery or performance of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Note Conversion Shares, or the consummation of any transaction contemplated hereby, except for notices required or permitted such filings as have been made prior to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisthe date hereof.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices filings under all other applicable securities laws as may be required or permitted to be filed in connection with certain state and federal securities commissions, which notices will be filed on a timely basisthe transactions contemplated by this Agreement.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain applicable state securities laws and federal securities commissionsRegulation D of the Securities Act of 1933, which notices will be filed on a timely basis.as amended (the "Securities Act"). --------------

Governmental Consents. No permit, consent, approval, license, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local court or provincial governmental authority on the part of the Company or any of its subsidiaries other Governmental Entity is required to be obtained or made in connection with the execution, delivery or performance of this Agreement by the Stockholder or the consummation by the Stockholder of any of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basishereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices the filing of the Restated Certificate with the Secretary of State of the State of Delaware and any filings as may be required or permitted to be filed with certain under state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No permit, consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, except for notices required or permitted filings pursuant to be filed with certain Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to applicable state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries Seller is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted filings pursuant to be filed with certain applicable state securities laws and federal securities commissionsRegulation D of the Securities Act of 1933, which notices will be filed on a timely basisas amended (the "Securities Act").

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices any filing required by federal or permitted to be filed with state securities laws and except, under certain state circumstances, for filings and federal securities commissionsnotifications under the Xxxx-Xxxxx-Xxxxxx Improvements Act of 1976, which notices will be filed on a timely basisas amended, where applicable.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted the post-sale filings pursuant to be filed with certain applicable federal and state and federal securities commissionslaws, which notices will be filed on a timely basisthe Company undertakes to file within the applicable time periods.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries company is required in connection with the consummation of the transactions transaction contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices filings required or permitted pursuant to be filed with certain applicable federal and state securities laws and federal securities commissionsblue sky laws, which notices filings will be filed on a timely basiseffected within the required statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries Borrower is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority Governmental Body is required on the part of the Company or any of its subsidiaries is required Buyer in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this the Agreement, except for notices required registration or permitted qualification, or taking such action to be filed with certain secure exemption from such registration or qualification, of the Shares under applicable state and or federal securities commissionslaws, which notices will actions shall be filed taken, by and at the expense of the Company, on a timely basisbasis as may be required.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement or the Registration Rights Agreement except for notices required (a) the approval by the NASDAQ Stock Market of the listing of the Shares and (b) the filing of one or permitted to be filed more registration statements and all amendments thereto with certain state and federal securities commissions, which notices will be filed on a timely basisthe Commission as contemplated by the Registration Rights Agreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the valid execution and delivery by the Company of the Transaction Documents to which it is a party, or the consummation by the Company of the transactions contemplated by this Agreementthe Transaction Documents to which it is a party, except for notices required filings pursuant to federal or permitted to be filed state securities laws and the filing of the Certificate of Designation with certain state and federal securities commissions, which notices will be filed on a timely basisthe Secretary of State of Delaware.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices the filings, if any, required pursuant to applicable state securities or permitted blue sky laws and any filing pursuant to be filed with certain state Regulation A+ of the Securities and federal securities commissions, which notices will be filed on a timely basisExchange Commission (“SEC”).

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration qualification or filing with, any federal, state, state or local or provincial governmental authority is required on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices filings, if any, required or permitted pursuant to be filed with certain applicable state and federal securities commissionslaws, which notices filings will be filed on a timely basismade within the required statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries Buyer is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries Seller is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices any filing that may be required or permitted to be filed with certain under applicable federal and/or state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices any filings that may be required pursuant to state or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this AgreementNote, except for notices required or permitted filings pursuant to be filed with certain state applicable securities laws and federal securities commissions, which notices will be filed on a timely basisRegulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this AgreementSubscription, except for notices required or permitted filings pursuant to be filed with certain any applicable state securities laws and federal securities commissions, which notices will be filed on a timely basisRegulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or of filing with, any federal, state, or local or provincial governmental authority (other than filings required to be made under applicable Federal and State securities laws) on the part of the Company or any of its subsidiaries Licensee is required in connection with the consummation authorization, execution, delivery of the transactions contemplated by this Agreement and performance of all obligations of Licensee under this Agreement, except for notices required or permitted and the authorization, issuance and delivery of the Shares pursuant to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices post-Closing filings as may be required or permitted to be filed with certain under applicable state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation issuance of the transactions contemplated by this AgreementIssue Shares and Warrants, except for notices such filings as are required or permitted pursuant to be filed with certain applicable federal and state securities laws and federal securities commissionsblue sky laws, which notices filings will be filed on a timely basiseffected within the required statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Subscription Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local or provincial governmental authority (other than filings required to be made under applicable federal and state securities laws) on the part of the Company or any of its subsidiaries is required in connection with the consummation authorization, execution, delivery of the transactions contemplated by this AgreementTransaction Documents and performance of all obligations of Company under the Transaction Documents, except for notices required or permitted to be filed with certain state and federal securities commissionsthe authorization, which notices will be filed on a timely basisissuance and delivery of the Securities.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted filings pursuant to be filed with certain applicable state securities laws and federal securities commissionsRegulation D of the Securities Act of 1933, as amended (the “Securities Act”), and the laws of foreign jurisdictions in which notices will be filed on a timely basisthe Stock is offered and sold.

Governmental Consents. No consent, consent approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any U.S. federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain customary “blue sky” and Regulation D filings under state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualificationdeclaration of, designation, declaration or qualification or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries Governmental Entity is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for notices consents, approvals, orders, authorizations, registrations, declarations, qualifications or filings as may be required under federal or permitted to be filed state securities laws in connection with certain state and federal securities commissions, which notices will be filed on a timely basisthe transactions set forth herein.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries Governmental Entity is required in connection with the consummation of the transactions contemplated by this AgreementAgreement and the related transaction documents, except for notices required registration or permitted qualification, or taking such action to be filed with certain secure exemption from such registration or qualification, of the Purchased Shares under applicable state and or federal securities commissionslaws, which notices will actions shall be filed taken, by and at the expense of the Company, on a timely basisbasis as may be required.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement and the Registration Rights Agreement except for notices required or permitted to be filed (i) filing with certain state the Securities and federal securities commissions, which notices will be filed Exchange Commission on a timely basisForm 10-C; and (ii) such filings as have been made.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority Governmental Authority on the part of the Company or any of its subsidiaries is required in connection with the offer, sale, issuance or reservation for issuance of the Purchased Securities, the valid execution and delivery of this Agreement and the other Principal Agreements, or the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisunder the Principal Agreements.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices filings pursuant to state securities laws (all of which have been made by the Company, other than those that are required or permitted to be filed with certain state made after the Closing and federal securities commissions, which notices that will be filed on a timely basisduly made within the time period required by such laws).

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority Governmental Body is required on the part of Sellers or the Company or any of its subsidiaries is required Selling Person in connection with the consummation sale and purchase of the Assets or any of the other transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries Subsidiaries is required in connection with the consummation valid execution and delivery of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Shares hereunder, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basissuch as has already been obtained.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices Agreement and such other filings as may be required or permitted to be filed with certain by applicable state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement except for notices required or permitted to be filed (i) filing with certain state the Securities and federal securities commissions, which notices will be filed Exchange Commission on a timely basisForm 10-C; (ii) Shareholder Approval; and (iii) such filings as have been made.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority Governmental Authority on the part of the Company or any of its subsidiaries the Guarantors is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices (1) any filings required by applicable securities laws, rules and regulations; or permitted to (2) such other post-closing filings as may be filed with certain state and federal securities commissions, which notices will be filed on a timely basisrequired.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices any filings that may be required pursuant to state or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.the

Governmental Consents. No consent, approval, order approval or authorization of, or registration, qualificationdeclaration, designation, declaration qualification or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any Company, other than the Shareholder Approval and the filing of its subsidiaries the Certificate of Amendment, is required in connection with the valid execution and delivery of the Transaction Documents, the offer, sale or issuance of the Purchased Shares and the Note Shares, or the consummation of the transactions any other transaction contemplated hereby other than as provided by this Agreement, except for notices required or permitted to be filed with certain state and federal applicable securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state, local or provincial governmental authority Governmental Entity on the part of the Company or any of its subsidiaries Subsidiary is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state, state or local or provincial governmental authority (each, a “Governmental Entity”) on the part of the Company or any of its subsidiaries is required in connection with the consummation issuance and sale of the transactions contemplated by this AgreementShares to the Purchasers, except for notices such filings as have been made prior to the date hereof, and such additional post-Closing filings as may be required or permitted to be filed comply with certain applicable state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order order, or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state, local or provincial governmental authority Governmental Authority on the part of the Company Purchaser or any of its subsidiaries Affiliates is required in connection with the transfer of the Shares or the consummation of the transactions any other transaction contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basishereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries Companies is required in connection with the consummation of the transactions contemplated by this Agreementthe Transaction Documents, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted the notification pursuant to be filed with certain an Application for Listing of Additional Shares to The Nasdaq Stock Market and filings pursuant to applicable state securities laws and federal securities commissions, which notices will be filed on a timely basisRegulation D of the Securities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required on or prior to the date hereof in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization --------------------- of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local federal or provincial state governmental authority on the part of the Company Borrower or any of its subsidiaries is required in connection with the consummation execution, delivery and performance of this Agreement and the offer, sale or issuance of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisSecurities.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state, state or local or provincial governmental authority (each, a “Governmental Entity”) on the part of the Company or any of its subsidiaries is required in connection with the consummation issuance and sale of the transactions contemplated by this AgreementShares and Warrants to Purchaser, except for notices such filings as have been made prior to the date hereof, and such additional post-Closing filings as may be required or permitted to be filed comply with certain applicable state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions sale of the Notes to the Investor as contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basishereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, stateforeign, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreementthe Transaction Agreements, except for notices required or permitted filings pursuant to be filed with certain applicable state securities laws and federal securities commissionsRegulation D of the Securities Act of 1933, which notices will be filed on a timely basisas amended (the "Securities Act").

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority is required on the part of the Company or any of its subsidiaries is required in connection with the consummation execution and delivery of this Warrant and the offer, issuance, sale and delivery of the transactions contemplated by this AgreementShares, except such filings as shall have been made prior to and shall be effective on and as of the date of this Warrant, and except for notices filings required or permitted to be filed with certain by federal and state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial foreign governmental authority on the part of the Company or any of its subsidiaries the Companies is required in connection with the consummation of the Acquisition, the Contemplated Public Offering or any of the transactions contemplated by this Agreement, except for notices required Agreement or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisthe other Loan Documents.

Governmental Consents. No consent, approval, order or order, authorization of, or registration, qualification, designation, license, declaration or filing with, with any federal, state, local Federal or provincial State governmental authority is required on the part of the Company or any of its subsidiaries is required Corporation in connection with the consummation of the transactions contemplated by this Agreementherein, except for notices required those that have been obtained or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basismade.

Governmental Consents. No consent, approval, order or ---------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, stateforeign, state or local or provincial governmental authority is required on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreementthe Investment Agreements, except for notices required or permitted filings pursuant to be filed with certain applicable state securities laws and federal securities commissionsRegulation D of the Securities Act of 1933, which notices will be filed on a timely basis.as amended (the "Securities Act"). --------------

Governmental Consents. No consent, approval, order order, or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state, or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted the federal and state securities law filings to be filed with certain state and federal securities commissions, which notices will be filed on a timely basismade by the Company as necessary.

Governmental Consents. No consent, approval, order order, or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local local, or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement except for notices filings required or permitted pursuant to be filed with certain applicable federal and state securities laws and federal securities commissionsblue sky laws, which notices will filings the Company covenants shall be filed on a timely basismade within the required statutory periods.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by in this Agreement, except for notices required or permitted filings pursuant to be filed with certain applicable state securities laws and federal securities commissionsRegulation D of the Securities Act of 1933, which notices will be filed on a timely basis.as amended (the "Securities ---------- Act"). ---

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreementany of the Transaction Agreements, except for notices required or permitted filings pursuant to be filed with certain applicable state securities laws and federal securities commissionsthe Securities Act of 1933, as amended (the “Act”), which notices filings will be filed on a timely basiseffected within the time prescribed by law.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the valid execution and delivery by the Company of the Transaction Documents to which it is a party, or the consummation by the Company of the transactions contemplated by this Agreementthe Transaction Documents to which it is a party, except for notices required or permitted such filings as have been made prior to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisthe First Closing.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial other governmental authority on the part of the Company or any of its subsidiaries Investor is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization --------------------- of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company Seller or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries Subsidiaries is required in connection with the consummation valid execution and delivery of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Shares or Warrants hereunder, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basissuch as has already been obtained.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted filings pursuant to be filed with certain applicable state securities laws and federal securities commissionsRegulation D promulgated under the Securities Act of 1933, which notices will be filed on a timely basisas amended (the “Securities Act”).

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries Subsidiaries is required in connection with the valid execution and delivery of any Transaction Document by the Company or the consummation of the transactions contemplated by this Agreementany Transaction Document, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed such filings as are identified on a timely basisSchedule 4.5.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement or the Preferred Stock Agreement, except for notices filings required or permitted pursuant to be filed with certain applicable federal and state securities laws and federal securities commissionsblue sky laws, which notices filings will be filed on a timely basiseffected within the required statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries Subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries Investor is required in connection with the consummation acquisition of the transactions contemplated Purchased Shares and the Warrants by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisthe Investor.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or ----------- filing with, any federalFederal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement except for notices such filings as may be required or permitted to be filed with certain by applicable Federal and state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state, state or local or provincial governmental authority on or self regulatory agency in the part of the Company or any of its subsidiaries United States is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisSubscription.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted the filing of a Notice of Transaction pursuant to be filed with certain state and federal securities commissionsSection 25102(f) of the Law, which notices filing will be filed on a timely basiseffected within the time prescribed by law.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company or any of its subsidiaries Buyer is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices filings required or permitted pursuant to be filed with certain applicable federal and state and federal securities commissions, which notices will be filed on a timely basislaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, stateregional, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices filings, if any, required or permitted pursuant to be filed with certain state and federal applicable securities commissionslaws, which notices filings will be filed on a timely basismade within the required statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority Governmental Entity is required on the part of the Company or any of its subsidiaries is required in connection with the consummation execution and delivery of this Asset Purchase Agreement or the other transactions to be consummated by Company at the Closing, as contemplated by this Asset Purchase Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority Governmental Body is required on the part of the Company or any of its subsidiaries is required Buyer in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basisTransactions.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted Agreement other than a Form D to be filed with certain state the Securities and federal securities commissions, which notices will be filed on a timely basisExchange Commission and the filings required by applicable blue sky laws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, stateregional, state or local or provincial governmental authority on the part of the Company or any of its subsidiaries Purchaser is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority is required on the part of the Company or any of its subsidiaries is required in connection with the consummation execution and delivery of this Agreement or the offer, issuance, sale and delivery of the transactions contemplated Shares. Based in part on the representations made by the Purchaser in Section 4 of this Agreement, except for notices required or permitted the offer and sale of the Shares to be filed with certain state and federal securities commissions, which notices the Purchaser will be filed on a timely basisin compliance with applicable Federal and state securities laws.