Common use of Consents and Requisite Government Approvals; No Violations Clause in Contracts

Consents and Requisite Government Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of Mountain with respect to Mountain’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the Mountain Shareholder Approval or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Mountain Material Adverse Effect.

Consents and Requisite Government Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of Mountain IIAC with respect to MountainIIAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby or by the Ancillary Documents, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the NYSE to permit TopCo Company Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe NYSE, (iiiiv) filing of the Merger Documents under the applicable law of the Cayman Islands, (ivv) the Mountain Required IIAC Shareholder Approval or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Mountain an IIAC Material Adverse Effect.

Consents and Requisite Government Approvals; No Violations. (a) No action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of Mountain Plum with respect to MountainPlum’s execution, delivery or and performance of its obligations under this Agreement or the Ancillary other Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) any compliance with and filings set forth on Section 6.05(a) of the Plum Disclosure Schedules, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary other Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the applicable Stock Exchange to permit TopCo Ordinary New Plum Common Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iiiiv) filing of the Certificates of Merger Documents under the applicable law of the Cayman IslandsDelaware, (ivv) the Mountain approvals and consents to be obtained by each Merger Sub pursuant to Section 8.06, (vi) the Plum Shareholder Approval or (vvii) any actions, notices, consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Mountain Material Adverse Effectbe, individually or in the aggregate, material to Plum.

Consents and Requisite Government Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of Mountain SPAC with respect to MountainSPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Transaction Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iii) filing of the Certificate of Merger Documents under the applicable law of the Cayman IslandsDGCL, (iv) the Mountain Shareholder SPAC Stockholder Approval or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Mountain Material Adverse Effectbe, individually or in the aggregate, material to SPAC.

Consents and Requisite Government Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of Mountain Parent with respect to MountainParent’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq and Nasdaq First North to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on NasdaqNasdaq and Nasdaq First North, as applicable, (iiiiv) filing of the First Merger Documents under the applicable law of the Cayman IslandsIslands Act, (ivv) the Mountain applicable Parent Shareholder Approval or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Mountain Parent Material Adverse Effect.

Consents and Requisite Government Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of Mountain Qell with respect to MountainQell’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities, including approval from the German Federal Ministry for Economic Affairs and Energy, that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Holdco Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the Merger Documents under the applicable law Law of the Cayman Islands, (ivv) the Mountain Qell Shareholder Approval or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have or reasonably be expected to have a Mountain Qell Material Adverse Effect.

Consents and Requisite Government Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of Mountain Yucaipa with respect to MountainYucaipa’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Transaction Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the Mountain Yucaipa Shareholder Approval or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected by excepted to have a Mountain Material Adverse Effectbe, individually or in the aggregate, material to Yucaipa.

Consents and Requisite Government Approvals; No Violations. (a) No action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of Mountain Plum with respect to MountainPlum’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Transaction Documents, except for (i) any compliance with and filings under the HSR Act or under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary New Plum Common Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iiiiv) filing of the Certificate of Merger Documents under the applicable law of the Cayman IslandsDelaware, (ivv) the Mountain Plum Shareholder Approval or (vvi) any actions, notices, consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Mountain Material Adverse Effectbe, individually or in the aggregate, material to Plum.

Consents and Requisite Government Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of Mountain SPAC with respect to MountainSPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Transaction Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iii) filing of the Certificate of Merger Documents under the applicable law of the Cayman IslandsDGCL, (iv) the Mountain Shareholder SPAC Stockholder Approval and the SPAC Public Warrant Holder Approval or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Mountain Material Adverse Effectbe, individually or in the aggregate, material to SPAC.”

Consents and Requisite Government Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of Mountain ARYA with respect to MountainARYA’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiiv) filing of the First Merger Documents and the Second Merger Documents under the applicable law of the Cayman Islands, (ivv) the Mountain ARYA Shareholder Approval or (vvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Mountain an ARYA Material Adverse Effect.