Common use of Consents and Approval Clause in Contracts

Consents and Approval. (a) Sellers and, prior to the Closing, each of the Company and the Subsidiaries shall use, commercially reasonable efforts to obtain at the earliest practicable date all consents, waivers and approvals from, and provide all notices to, all Persons that are not a Governmental Body, required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Sections 3.2(b) and 4.3(b) hereof (except for such matters covered by Section 6.3(b)). All such consents, waivers, approvals and notices shall be in writing and in form and substance satisfactory to Buyer, and executed counterparts of such consents, waivers and approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses). (b) Each of Buyer, Sellers, and the Company shall use commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Orders, Permits, authorizations and declarations from, make all filings with, and provide all notices to, all Governmental Bodies which are required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notices referred to in Sections 3.2(b) and 4.3(b). Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses).

Consents and Approval. (a) Sellers and, prior to the Closing, each of the Company and the Subsidiaries shall use, commercially reasonable efforts to obtain at the earliest practicable date all consents, waivers and approvals from, and provide all notices to, all Persons that are not a Governmental Body, required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Sections 3.2(b3.3(b) and 4.3(b) hereof (except for such matters covered by Section 6.3(b)). All such consents, waivers, approvals and notices shall be in writing and in form and substance satisfactory to Buyer, and executed Executed counterparts of such consents, waivers and approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval referred to in Sections 3.3(b) and 4.3(b) (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses). (b) Each of Buyer, Parent, Sellers, and the Company shall use commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Orders, Permits, authorizations and declarations from, make all filings with, and provide all notices to, all Governmental Bodies which are required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notices referred to in Sections 3.2(b3.3(b) and 4.3(b). Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval referred to in Sections 3.3(b) and 4.3(b) (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses).

Consents and Approval. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Parent, Merger Sub I or Merger Sub II, or any of their respective subsidiaries in connection with the execution and delivery of this Agreement by Parent, the consummation by Parent and Merger Sub I of the Redomestication Merger, or the consummation by Merger Sub I and Merger Sub II of the Business Combination, contemplated hereby, except for (ai) Sellers andthe filing of the Certificate of Merger as provided in Section 1.2; (ii) the filing of the Articles and Plan of Merger as provided in Section 1.2, prior (iii) the filing of the Business Combination Articles and Plan of Merger as provided in Section 2, (iv) the filing with, and clearance by the SEC of a Registration Statement on Form S-4 containing a merger proxy/prospectus (the “Merger Proxy/Prospectus”) pursuant to which Parent’s stockholders must vote at a special meeting of stockholders to approve, among other things this Agreement, the Redomestication Merger and the Business Combination; (v) the filing of a Form 8-K with the SEC within four (4) business days after each of (A) the execution of this Agreement and (B) the Closing Date; (vi) any filings as may be required under applicable state securities laws and the securities laws of any foreign country; (vii) any filings required with the ASE with respect to the Closing, each shares of (A) Surviving Corporation Shares issuable upon conversion of the Company Securities in the Business Combination and (B) Surviving Corporation Shares issuable upon conversion of the Subsidiaries shall use, commercially reasonable efforts to obtain at Parent Common Stock in the earliest practicable date all Redomestication Merger; and (viii) such other consents, waivers authorizations, filings, approvals and approvals fromregistrations which, if not obtained or made, would not have a Material Adverse Effect on Parent or China Networks Surviving Corporation and provide all notices to, all Persons that are would not a Governmental Body, required reasonably be expected to consummate, prevent or in connection with, materially alter or delay any of the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Sections 3.2(b) and 4.3(b) hereof (except for such matters covered by Section 6.3(b)). All such consents, waivers, approvals and notices shall be in writing and in form and substance satisfactory to Buyer, and executed counterparts of such consents, waivers and approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses). (b) Each of Buyer, Sellers, and the Company shall use commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Orders, Permits, authorizations and declarations from, make all filings with, and provide all notices to, all Governmental Bodies which are required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notices referred to in Sections 3.2(b) and 4.3(b). Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses).

Consents and Approval. (a) Sellers and, prior Except for (i) the effectiveness of a registration statement on Form S-4 to register the Closing, each shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the Company options referred to in Section 1.6 hereof), and the Subsidiaries shall use, commercially reasonable efforts filing of the joint proxy statement/prospectus to obtain be used in soliciting the approval of VerticalOne's and S1's stockholders at the earliest practicable date all consents, waivers and approvals from, and provide all notices to, all Persons that are not a Governmental Body, required special meetings to consummate, or be held in connection with, with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by this Agreementthe requisite votes of the stockholders of VerticalOne, including (iii) the consentsfiling of the Certificate of Merger with the Secretary of State of the State of Delaware, waivers, approvals and notices referred to in Sections 3.2(b(iv) and 4.3(b) hereof (except for such matters covered by Section 6.3(b)). All such consents, waiversapprovals, approvals orders, authorizations, registrations, declarations and notices shall filings as may be in writing required under applicable federal and in form and substance satisfactory to Buyerstate securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and executed counterparts (v) such filings, authorizations or approvals as may be set forth in SECTION 3.12(a) OF THE VERTICALONE DISCLOSURE SCHEDULE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")- or with any third party are necessary in connection with (1) the execution and delivery by VerticalOne of this Agreement and (2) the consummation by VerticalOne of the Merger and the other transactions contemplated hereby, except, in each case, for such consents, waivers and approvals shall be delivered or filings, the failure of which to Buyer promptly after receipt thereofobtain will not have (x) a Material Adverse Effect on the ability of VerticalOne to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on VerticalOne, and copies of such notices shall be delivered to Buyer promptly after S1 or the making thereof. Notwithstanding anything to Surviving Corporation following the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses)Effective Time. (b) Each VerticalOne hereby represents to S1 that it has no knowledge of Buyerany reason relating to VerticalOne why approval or effectiveness of any of the applications, Sellers, and the Company shall use commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Orders, Permits, authorizations and declarations from, make all notices or filings with, and provide all notices to, all Governmental Bodies which are required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notices referred to in Sections 3.2(bSection 3.12(a) and 4.3(b). Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall cannot be required to pay any amounts in connection with obtaining any consent, waiver obtained or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses)granted on a timely basis.

Consents and Approval. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect to Parent, Alpha Arizona, or any of their respective subsidiaries in connection with the execution and delivery of this Agreement by Parent, the consummation by Parent and Alpha Arizona of the Merger and Conversion, contemplated hereby, except for (ai) Sellers and, prior the filing of the Certificate of Merger and the Articles of Merger as provided in Section 1.2 and the transfer of domicile filings as provided in Section 2.2; (ii) the registration of the Conversion by the Bermuda Registrar of Companies; (iii) the consent of the Bermuda Monetary Authority with respect to the ClosingConversion; (iv) the filing with, and clearance by the SEC of a Registration Statement on Form S-4 containing a Merger and Conversion proxy/prospectus (the “Proxy/Prospectus”) pursuant to which Parent’s stockholders must vote at a special meeting of stockholders to approve, among other things this Agreement, the Merger and the Business Combination; (v) the filing of a Form 8-K with the SEC within four (4) Business Days after each of (A) the Company execution of this Agreement and (B) the Closing Date; (vi) any filings as may be required under applicable state securities laws and the Subsidiaries shall use, commercially reasonable efforts to obtain at securities laws of any foreign country; (vii) any filings required with the earliest practicable date all Alternext; and (viii) such other consents, waivers authorizations, filings, approvals and approvals fromregistrations which, if not obtained or made, would not have a Material Adverse Effect on Parent or Alpha Bermuda and provide all notices to, all Persons that are would not a Governmental Body, required prevent or reasonably be expected to consummate, prevent or in connection with, materially alter or delay any of the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Sections 3.2(b) and 4.3(b) hereof (except for such matters covered by Section 6.3(b)). All such consents, waivers, approvals and notices shall be in writing and in form and substance satisfactory to Buyer, and executed counterparts of such consents, waivers and approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses). (b) Each of Buyer, Sellers, and the Company shall use commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Orders, Permits, authorizations and declarations from, make all filings with, and provide all notices to, all Governmental Bodies which are required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notices referred to in Sections 3.2(b) and 4.3(b). Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts in connection with obtaining any consent, waiver or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses).

Consents and Approval. (a) Sellers and, prior to Except for (i) the Closing, each effectiveness of a registration statement containing the Company and the Subsidiaries shall use, commercially reasonable efforts to obtain at the earliest practicable date all consents, waivers and approvals from, and provide all notices to, all Persons that are not a Governmental Body, required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Sections 3.2(b) and 4.3(b) hereof (except for such matters covered by Section 6.3(b)). All such consents, waivers, approvals and notices shall be in writing and in form and substance satisfactory to Buyer, and executed counterparts of such consents, waivers and approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall be required to pay any amounts Proxy Statement/Prospectus in connection with obtaining any consentstockholder approval of the S1 Issuance by the requisite vote of stockholders of S1, waiver or (ii) the approval (except, of this Agreement and the issuance of S1 Common Stock in the case Merger by the requisite vote of the Company stockholders of S1 and Merger Sub, respectively, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities (or related) laws and, if applicable, the HSR Act, (v) such filings and approvals as are required to be made or obtained with Nasdaq (or such other exchange as may be applicable) in connection with the issuance of the shares of S1 Common Stock pursuant to this Agreement, and (vi) such other consents and approvals as may be set forth in SECTION 4.8 OF THE S1 DISCLOSURE SCHEDULE, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1) the execution and delivery by S1 and Merger Sub of this Agreement and (2) the consummation by S1 and Merger Sub of the Merger, the S1 Issuance and the Subsidiariesother transactions contemplated hereby, except for such consents, approvals or filings the failure of which to obtain will not have (x) a Material Adverse Effect on the extent such amount are paid prior ability of S1 or Merger Sub to consummate the Closing transactions contemplated hereby or included in Unpaid Transaction Expenses)(y) a Material Adverse Effect on VerticalOne, S1 or the Surviving Corporation following the Effective Time. (b) Each S1 hereby represents to VerticalOne that it has no knowledge of Buyerany reason relating to S1 or its Subsidiaries why approval or effectiveness of any of the applications, Sellers, and the Company shall use commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Orders, Permits, authorizations and declarations from, make all notices or filings with, and provide all notices to, all Governmental Bodies which are required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notices referred to in Sections 3.2(bSection 4.8(a) and 4.3(b). Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company and the Subsidiaries) shall cannot be required to pay any amounts in connection with obtaining any consent, waiver obtained or approval (except, in the case of the Company and the Subsidiaries, to the extent such amount are paid prior to the Closing or included in Unpaid Transaction Expenses)granted on a timely basis.