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. (b) Neither the execution, delivery or performance by Mountain of this Agreement nor the Ancillary Documents to which Mountain is or will be a party nor the consummation by Mountain of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of Mountain’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain is a party or by which Mountain or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties of Mountain, except in the case of clauses (ii) and (iii) above, as 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 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. (b) Neither the execution, delivery or performance by Mountain Parent of this Agreement nor the Ancillary Documents to which Mountain Parent is or will be a party nor the consummation by Mountain Parent of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) will (i) result in any breach of any provision of MountainParent’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain Parent is a party or by which Mountain Parent or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain Parent or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of MountainParent, except in the case of clauses (ii) and through (iiiiv) above, as 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 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. (b) Neither the execution, delivery or performance by Mountain IIAC of this Agreement nor the Ancillary Documents to which Mountain IIAC is or will be a party nor the consummation by Mountain IIAC of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) will (i) result in any breach of any provision of MountainIIAC’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain IIAC is a party or by which Mountain IIAC or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain IIAC or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of MountainIIAC, except in the case of clauses (ii) and (iii) above, as would not reasonably be expected to have a Mountain an IIAC 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. (b) Neither the execution, delivery or performance by Mountain Qell of this Agreement nor the Ancillary Documents to which Mountain Qell is or will be a party nor the consummation by Mountain Qell of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) will (i) result in any breach of any provision of MountainQell’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain Qell is a party or by which Mountain Qell or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain Qell or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of MountainQell, except in the case of clauses (ii) and (iii) above, as would not reasonably be expected to have a Mountain Qell Material Adverse Effect.

Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 3.5 (aand assuming all Consents referred to in such Sections (or required to be disclosed in the corresponding sections of the Company Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on necessary for 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 such PTAC Party is or will be a party or bound, or the consummation by such PTAC Party of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (ia) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the filing with the SEC of PTAC Shareholder Approval, (Ad) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) filings, notices or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions other actions 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 Section 5.15 or (ve) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not have, or be reasonably be expected to have have, a Mountain PTAC Material Adverse Effect. (b) . Neither the execution, delivery or and performance by Mountain such PTAC Party of this Agreement nor the Ancillary Documents to which Mountain such PTAC Party is or will be a party nor the consummation by Mountain such PTAC Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of Mountain’s the Governing DocumentsDocuments of such PTAC Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which Mountain such PTAC Party is a party or by which Mountain any such PTAC Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain any such PTAC Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of Mountainsuch PTAC Party, except in the case of clauses (ii) and though (iiiiv) above, as would not have, or be reasonably be expected to have have, a Mountain PTAC 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 GG with respect to MountainGG’s execution, delivery or 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) compliance with and filings under the HSR Act, (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 therebyTransactions, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares ListCo Class A ADSs and ListCo Class C-1 ADSs or ListCo AD Warrants, as applicable, 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 IslandsStock Exchange, (iv) the Mountain Shareholder Approval filing of the Certificate of Merger with the Secretary of State of Delaware in accordance with the DGCL 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 Effectprevent, materially delay or materially impair the consummation of the Transactions. (b) Neither Subject to the receipt of the Required GG Stockholder Approval, neither the execution, delivery or performance by Mountain GG of this Agreement nor the Ancillary other Transaction Documents to which Mountain GG is or will be a party nor the consummation by Mountain GG of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) Transactions shall (i) result in any breach of any provision of MountainGG’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain GG is a party or by which Mountain GG or any of its properties or assets are bound, (iii) assuming compliance with the matters referred to in Section 5.03(a), violate, or constitute a breach under, any Governmental Order or Law applicable Law to which Mountain or any of its properties or assets are bound GG or (iv) result in the creation of any Lien upon any of the assets or properties of MountainGG (other than any Permitted Liens) of GG, except in the case of clauses (ii), (iii) and (iiiiv) above, as for such violations, conflicts, breaches or defaults which would not not, reasonably be expected to have a Mountain Material Adverse Effectbe, individually or in the aggregate, material to GG.

Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 3.5 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the Company Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on necessary for 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 such STPC Party is or will be a party or bound, or the consummation by such STPC Party of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (ia) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the filing with the SEC of STPC Shareholder Approval, (Ad) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) filings, notices or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions other actions 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 Section 5.14 or (ve) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not have, or be reasonably be expected to have have, a Mountain STPC Material Adverse Effect. (b) . Neither the execution, delivery or and performance by Mountain such STPC Party of this Agreement nor the Ancillary Documents to which Mountain such STPC Party is or will be a party nor the consummation by Mountain such STPC Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of Mountain’s the Governing DocumentsDocuments of such STPC Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which Mountain such STPC Party is a party or by which Mountain any such STPC Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain any such STPC Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the (x) assets or properties (other than any Permitted Liens) of Mountainsuch STPC Party or (y) the STPC Common Shares issued as part of the Total Merger Consideration hereunder, except in the case of clauses (ii) and (iiiiv)(x) above, as would not have, or be reasonably be expected to have have, a Mountain STPC Material Adverse Effect.

Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 3.5 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the Company Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on necessary for 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 such STPK Party is or will be a party or bound, or the consummation by such STPK Party of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (ia) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the filing with the SEC of STPK Shareholder Approval, (Ad) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) filings, notices or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions other actions 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 Section 5.14 or (ve) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not have, or be reasonably be expected to have have, a Mountain STPK Material Adverse Effect. (b) . Neither the execution, delivery or and performance by Mountain such STPK Party of this Agreement nor the Ancillary Documents to which Mountain such STPK Party is or will be a party nor the consummation by Mountain such STPK Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of Mountain’s the Governing DocumentsDocuments of such STPK Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which Mountain such STPK Party is a party or by which Mountain any such STPK Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain any such STPK Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the (x) assets or properties (other than any Permitted Liens) of Mountainsuch STPK Party or (y) the STPK Common Shares issued as part of the Total Merger Consideration hereunder, except in the case of clauses (ii) and (iiiiv)(x) above, as would not have, or be reasonably be expected to have have, a Mountain STPK Material Adverse Effect.

Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 3.5 (aand assuming all Consents referred to in such Sections (or required to be disclosed in the corresponding sections of the Company Disclosure Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on necessary for 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 PTIC II is or will be a party or bound, or the consummation by PTIC II of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (ia) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the filing with the SEC of PTIC II Shareholder Approval, (Ad) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) filings, notices or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions other actions 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 Section 5.11 or (ve) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not have, or be reasonably be expected to have have, a Mountain PTIC II Material Adverse Effect. (b) . Neither the execution, delivery or and performance by Mountain PTIC II of this Agreement nor the Ancillary Documents to which Mountain PTIC II is or will be a party nor the consummation by Mountain PTIC II of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) will (i) conflict with or result in any breach of any provision of Mountain’s the Governing DocumentsDocuments of PTIC II, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which Mountain PTIC II is a party or by which Mountain any PTIC II or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain any PTIC II or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of MountainPTIC II, except in the case of clauses (ii) and though (iiiiv) above, as would not have, or be reasonably be expected to have have, a Mountain PTIC II 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 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. (b) Neither the execution, execution or delivery or performance by Mountain Plum of this Agreement nor or the Ancillary Transaction Documents to which Mountain Plum is or will be a party party, nor the performance by Plum of its obligations hereunder or thereunder, nor the consummation by Mountain Plum of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of MountainPlum’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain Plum is a party or by which Mountain Plum or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which Mountain Plum or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of MountainPlum, except in the case of clauses (ii) and (iii) above, as 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 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. (b) Neither the execution, delivery or performance by Mountain Yucaipa of this Agreement nor the Ancillary Transaction Documents to which Mountain Yucaipa is or will be a party nor the consummation by Mountain Yucaipa of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) will (i) result in any breach of any provision of MountainYucaipa’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain Yucaipa is a party or by which Mountain Yucaipa or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which Mountain Yucaipa or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of MountainYucaipa, except in the case of clauses (ii) and (iii) above, as would not reasonably be expected to have a Mountain Material Adverse Effectbe, individually or in the aggregate, material to Yucaipa.

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.” (bw) Neither the execution, delivery or performance by Mountain of this Agreement nor the Ancillary Documents to which Mountain is or will be a party nor the consummation by Mountain Section 6.13 of the transactions contemplated Agreement is hereby amended and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of Mountain’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise restated to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain is a party or by which Mountain or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties of Mountain, except in the case of clauses (ii) and (iii) above, read as would not reasonably be expected to have a Mountain Material Adverse Effect.follows:

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 DSAQ with respect to MountainDSAQ’s execution, delivery or 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) compliance with and filings under the HSR Act, (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 therebyTransactions, (iiiii) such filings with and approvals of Nasdaq the applicable Stock Exchange to permit TopCo PubCo Class A Ordinary Shares or, if applicable, PubCo Warrants 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 Islandssuch Stock Exchange, (iv) the Mountain Shareholder Approval filing of the Certificate of Merger with the Secretary of State of Delaware in accordance with the DGCL and the DLLCA 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 Effectprevent, materially delay or materially impair the consummation of the Transactions. (b) Neither Subject to the receipt of the Required DSAQ Stockholder Approval, neither the execution, delivery or performance by Mountain DSAQ of this Agreement nor the Ancillary other Transaction Documents to which Mountain DSAQ is or will be a party nor the consummation by Mountain DSAQ of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) Transactions shall (i) result in any breach of any provision of MountainDSAQ’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain DSAQ is a party or by which Mountain DSAQ or any of its properties or assets are bound, (iii) assuming compliance with the matters referred to in Section 4.03(a), violate, or constitute a breach under, any Governmental Order or Law applicable Law to which Mountain or any of its properties or assets are bound DSAQ or (iv) result in the creation of any Lien upon any of the assets or properties of MountainDSAQ (other than any Permitted Liens) of DSAQ, except in the case of clauses (ii) and (iiiiv) above, as would not reasonably be expected to have a Mountain Material Adverse Effect(A) be, individually or in the aggregate, material to DSAQ or (B) prevent, materially delay or materially impair the consummation of the Transactions. (c) To the knowledge of DSAQ, no prior approval is required to be procured on account of the existing holders of DSAQ Shares from the relevant Governmental Authority pursuant to Press Note 3 of 2020 dated April 17, 2020 issued by the Department for Promotion of Industry and Internal Trade read with Rule 6(a) of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“Press Note 3”), in order for DSAQ to consummate the Closing in accordance with the terms of this Agreement.

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. (b) Neither the execution, delivery or performance by Mountain ARYA of this Agreement nor the Ancillary Documents to which Mountain ARYA is or will be a party nor the consummation by Mountain ARYA of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) will (i) result in any breach of any provision of MountainARYA’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain ARYA is a party or by which Mountain ARYA or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain ARYA or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of MountainARYA, except in the case of clauses (ii) and (iii) above, as would not reasonably be expected to have a Mountain an ARYA 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. (b) Neither the execution, execution or delivery or performance by Mountain Plum of this Agreement nor or the Ancillary other Transaction Documents to which Mountain Plum is or will be a party party, nor the performance by Plum of its obligations hereunder or thereunder, nor the consummation by Mountain Plum of the transactions contemplated hereby and or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of MountainPlum’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain Plum is a party or by which Mountain Plum or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which Mountain Plum or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of MountainPlum, except in the case of clauses (ii) and (iii) above, as 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. Assuming the truth and accuracy of the representations and warranties set forth in Section 3.5 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the Company Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on necessary in connection with 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 such Rotor Party is or will be a party or bound, or the consummation by such Rotor Party of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (ia) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Proxy Statement, (c) 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 AgreementRotor Stockholder Approval, 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 (vd) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not reasonably be expected to have a Mountain Rotor Material Adverse Effect. (b) . Neither the execution, delivery or and performance by Mountain such Rotor Party of this Agreement nor the Ancillary Documents to which Mountain such Rotor Party is or will be a party nor the consummation by Mountain such Rotor Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of Mountain’s the Governing DocumentsDocuments of such Rotor Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which Mountain such Rotor Party is a party or by which Mountain any such Rotor Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain any such Rotor Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of Mountainsuch Rotor Party, except in the case of clauses (ii) and though (iiiiv) above, as would not reasonably be expected to have a Mountain Rotor 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 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. (b) Neither the execution, delivery or performance by Mountain SPAC of this Agreement nor the Ancillary Transaction Documents to which Mountain SPAC is or will be a party nor the consummation by Mountain SPAC of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) will (i) result in any breach of any provision of MountainSPAC’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which Mountain SPAC is a party or by which Mountain SPAC or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which Mountain SPAC or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of MountainSPAC, except in the case of clauses (ii) and (iii) above, as 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. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section 3.5 (aand assuming all Consents referred to in such Sections (or required to be disclosed in the corresponding sections of the Company Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on necessary for 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 such 7GC Party is or will be a party or bound, or the consummation by such 7GC Party of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (ia) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the filing with the SEC of 7GC Stockholder Approval, (Ad) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) filings, notices or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions other actions 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 ‎Section 5.15 or (ve) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not have, or be reasonably be expected to have have, a Mountain 7GC Material Adverse Effect. (b) . Neither the execution, delivery or and performance by Mountain such 7GC Party of this Agreement nor the Ancillary Documents to which Mountain such 7GC Party is or will be a party nor the consummation by Mountain such 7GC Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of Mountain’s the Governing DocumentsDocuments of such 7GC Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which Mountain such 7GC Party is a party or by which Mountain any such 7GC Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Mountain any such 7GC Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of Mountainsuch 7GC Party, except in the case of clauses (ii) and though (iiiiv) above, as would not have, or be reasonably be expected to have have, a Mountain 7GC Material Adverse Effect.