Common use of Approvals Clause in Contracts

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed Notes by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementNote.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority Governmental Authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Operative Documents executed by the Company such Participant and the performance and consummation of the transactions contemplated thereby, other than except such as have been made or obtained and remain are in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreementeffect.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority Governmental Authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company Borrower and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by Agreement and the Company Notes and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person individual or entity (a “Person”) (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company Note and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained except for filings and remain in full force notifications required by federal and effect and other than such qualifications or filings under applicable state securities laws as may be required in connection with the offer and sale of this Note and the consummation of the transactions contemplated by this Agreementhereby and thereby.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority Governmental Authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company Borrower and the performance and consummation of the transactions contemplated thereby, other than such as (i) consents, approvals, orders or authorizations, or registrations, declarations or filings that have already been obtained and remain in full force and effect and other than such qualifications or (ii) state securities filings under applicable securities laws as may be required in connection with related to the transactions contemplated by this AgreementWarrant.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of this Agreement or the Transaction Documents executed by the Company Note and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company Denali and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person or entity (including, without limitation, the shareholders of any Personperson or entity) is required in connection with the execution and delivery of the Transaction Documents executed this Agreement by the Company and, except for Shareholder Approval and the Ownership Limit Exemption, the performance and consummation of the transactions contemplated therebyhereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person or entity (including, without limitation, the shareholders of any Personperson or entity) is required in connection with the execution and delivery of the Transaction Documents executed this Note by the Company Xxxxxxxx and the performance and consummation of the transactions contemplated therebyhereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementNote.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders shareholders, interest holders, managers, directors or other representatives or agents of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of this Agreement or the Transaction Documents executed by the Company Notes and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than except such consents and approvals as have been obtained by the Company and remain in full force and effect and other than such qualifications filings as may be necessary to claim exemptions from registration or filings qualification under applicable securities laws as may laws, which filings have been or will be required in connection with made promptly by the transactions contemplated by this AgreementCompany.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (as such term is defined in the Note) (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with thereby by the transactions contemplated by this AgreementCompany.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority Governmental Authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company Borrowers and the performance and consummation of the transactions contemplated thereby, other than such except as have been obtained and remain in full force and effect and other than such qualifications or connection herewith, filings under applicable securities laws as may be required in connection with the transactions contemplated perfection of security interests and filings required to be performed by this AgreementPinnacle and/or its affiliates.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained except for filings and remain in full force notifications required by federal and effect and other than such qualifications or filings under applicable state securities laws as may be required in connection with the offer and sale of this Note and the consummation of the transactions contemplated by this Agreementhereby and thereby.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person or entity (including, without limitation, the shareholders of any Personperson) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders stockholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company either Issuer and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders stockholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained except for any notices required or permitted to be filed after the Closing with certain federal and remain in full force state securities commissions and effect the filing of financing statements and other than such qualifications or filings under applicable securities laws as may be required in connection with patent, trademark and copyright offices with respect to the transactions contemplated by this AgreementCollateral.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No Other than as obtained as of the date hereof, no material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority Governmental Authority or other Person (including, without limitation, the shareholders of any Person) ), is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders stockholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company Issuer and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person or entity (including, without limitation, the shareholders stockholders of any Personentity) is required in connection with the execution and delivery of the Transaction Documents executed by the Company this Agreement or such Lender’s Note and the performance and consummation of the transactions contemplated hereby or thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementAgreement or such Lender’s Note.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority Governmental Authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company such Borrower and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required by the Company in connection with the execution and delivery of this Agreement and the Transaction Documents executed by the Company Warrants issued hereunder and the performance and consummation of the transactions contemplated thereby, other than such as have been hereby except for consents obtained and remain in full force and effect and other than such qualifications or filings required under applicable securities laws as may be required in connection with the transactions contemplated by this Agreementlaws.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained including without limitation the authorization, sale, issuance and remain in full force delivery of the Notes and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreementshares of the Company’s capital stock issuable on conversion thereof.

Approvals. No Subject to Section 2(h), no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person (including, without limitation, the shareholders of any Personperson) is required in connection with the execution and delivery of the Transaction Documents executed Note by the Company Borrower and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementNote.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the -2- Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained including without limitation the authorization, sale, issuance and remain in full force delivery of the Notes and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreementshares of the Company’s capital stock issuable on conversion thereof.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company this Agreement and the performance and consummation of the transactions contemplated thereby, other than except such as have been made or obtained and remain are in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreementeffect.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person or entity (including, without limitation, the shareholders of any Personperson) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications except the approval for listing by the NYSE Amex of the shares of Common Stock issuable on conversion of the Note or filings under applicable securities laws as may be required in connection with exercise of the transactions contemplated by this AgreementWarrant.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person (including, without limitation, the shareholders of any Personperson) is required in connection with the execution and delivery of the Transaction Documents Agreements executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, with any governmental authority or other Person person or entity (including, including without limitation, limitation the shareholders of any Personperson or entity) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person (including, without limitation, the shareholders of any Personperson) is required in connection with the execution and delivery of the Transaction Note Documents executed by the Company and the performance and consummation of the transactions contemplated hereby and thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementAgreement (collectively, the “Required Approvals”).

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person or entity (including, without limitation, the shareholders of any Personperson or entity) is required in connection with the execution and delivery of the Transaction Documents executed this Note by the Company Borrower and the performance and consummation of the transactions contemplated therebyhereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementNote.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of this Note or the Transaction other Loan Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementNote or the other Loan Documents.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, with any governmental authority or other Person person or entity (including, including without limitation, limitation the shareholders of any Personperson or entity) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders stockholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company to which is a party and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementAgreement and other than the necessary company approvals for the authorization of any securities of the Company into which the Notes may be converted.

Approvals. No consent, approval, order order, or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders stockholders, partners or members of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company this Agreement and the performance and consummation of the transactions contemplated therebyhereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained except for any notices required or permitted to be filed after the Closing with certain federal and remain in full force state securities commissions and effect and other than such qualifications or filings under applicable securities laws as may be required in connection the filing of financing statements with respect to the transactions contemplated by this AgreementCollateral.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed this Note by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementNote.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person (including, without limitation, the shareholders of any Personperson) is required in connection with the execution and delivery of this Agreement and the Transaction Documents executed Notes by the Company and the performance and consummation of the transactions contemplated hereby and thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person (including, without limitation, the shareholders of any Personperson) is required in connection with the execution and delivery of this Agreement and the Transaction Documents executed Note by the Company and the performance and consummation of the transactions contemplated hereby and thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority Governmental Authority or other Person (including, without limitation, the shareholders shareholders, members or partners of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company this Agreement and the performance and consummation of the transactions contemplated therebyhereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreementeffect.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company this Note and the performance and consummation of the transactions contemplated therebyhereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this AgreementNote.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person person (including, including without limitation, the shareholders stockholders of any Personperson) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions transaction contemplated by this Agreementthe Transaction Documents.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of this Agreement and the Transaction Documents Warrants executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than (i) the filing of Form D with the SEC and such filings as have been obtained and remain in full force and effect and other than such qualifications or filings are required to be made under applicable State securities laws as may be required in connection with the transactions contemplated by this Agreementand (ii) Stockholder Approval, if required.