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

Consents and Requisite Governmental 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 a Parent Party with respect to such Parent Party’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 by this Agreement 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the Ancillary Documents to which a Parent Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Governing Documents of a Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent 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 a Parent Party, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth on Section 3.5(a) of the Company Parties Disclosure Schedules, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Company Party with respect to such Parent the Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company Party is or will be party or the consummation of the transactions contemplated by this Agreement 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 Sections 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, or (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt Except as set forth on Section 3.5(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Parties Disclosure Schedules, neither the execution, delivery or performance by a Parent Company Party of this Agreement nor the Ancillary Documents to which a Parent the Company Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company Party’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Company Party to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization Consent of, with or designation, declaration or filing with, to be made to any Governmental Entity is required on the part of a Parent Party the Issuer with respect to such Parent Partythe Issuer’s execution, delivery or performance of its applicable obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary DocumentsAgreement, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents Agreement or the transactions contemplated hereby or therebyhereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Certificates Issuer A&R Certificate of MergerIncorporation with and acceptance thereof by the Delaware Secretary of State, (iv) the approvals Issuer Stockholder Approval and consents to be obtained by each Merger Sub pursuant to Section 5.9, the Nasdaq Approval or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have an Issuer Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party the Issuer of this Agreement nor the Ancillary Documents to which a Parent Party is Agreement, or will be a party nor the consummation by a Parent Party the Issuer of the transactions contemplated hereby or thereby hereby, will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of a Parent Partythe Issuer, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent Party the Issuer is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Issuer 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 a Parent Partythe Issuer, except, except in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactionsnot have an Issuer Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party FCB, BP, Bridgeburg or any of their respective Subsidiaries with respect to such Parent Party’s the execution, delivery or performance of its the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which it FCB, BP, Bridgeburg or such Subsidiary (as applicable) is or will be party or the consummation of the transactions contemplated by this Agreement 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiii) filing of the Certificates Merger Documents under the applicable law of Mergerthe Cayman Islands, (iviii) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.96.9, or (viv) the Parent Stockholder Approval. (b) Subject to the receipt of the Consentsany consents, approvals, authorizations and other requirements set forth authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in Section 4.3(a)the aggregate, neither material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by a Parent Party FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which a Parent Party FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (iA) result in any breach of any provision of the Governing Documents of a Parent PartyFCB, BP, Bridgeburg or any of their respective Subsidiaries, (iiB) 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 a Parent Party FCB, BP, Bridgeburg or any of their respective Subsidiaries is a partyparty or any Permits, (iiiC) violate, or constitute a breach under, any Order or Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any such Parent Party of their respective Subsidiaries or any of its properties or assets are bound or (ivD) result in the creation of any Lien upon any of the assets or properties (other than or Equity Securities of FCB, BP, Bridgeburg or any Permitted Liens) of a Parent Partytheir respective Subsidiaries or the Business, except, in the case of any of clauses (iiB) through (ivD) above, as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to be material the Group Companies or preventthe Business, materially delay or materially impair taken as a whole. (b) The Business does not fall within the ability scope of a Parent Party to consummate any of the Transactionsrestricted sectors included in Section 7, paragraph 2 of the Spanish Foreign Investment Regulations.

Consents and Requisite Governmental 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 a Parent Party TopCo or Merger Sub with respect to such Parent PartyTopCo and Merger Sub’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 by this Agreement hereby or by the Ancillary Documents, except for (i) 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) or 16 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 the Parent Common Stock TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Merger Documents under the applicable law of Mergerthe Cayman Islands, (iv) the approvals approval and consents consent to be obtained by each Merger Sub pursuant to Section 5.96.9, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not reasonably be expected to have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party TopCo and Merger Sub of this Agreement nor the Ancillary Documents to which a Parent Party it is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or 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 the TopCo’s or Merger Sub’s Governing Documents of a Parent PartyDocuments, (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 of, any Contract to which a Parent Party TopCo or Merger Sub is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party TopCo or Merger Sub or any of its their respective 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 a Parent Partyproperties, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, not reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company (or any Group Company) with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary DocumentsTransactions, except for (i) the filing i)any filings required with Nasdaq or the SEC of (A) with respect to the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (ii) such filings with and approvals filing of Nasdaq to permit the Parent Common Stock to be issued in connection with Merger Documents under the transactions contemplated by this Agreement applicable Law of the Cayman Islands and the other Ancillary Documents to be listed on Nasdaqregistration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, (iii) filing of the Certificates of Merger, filings under any Antitrust Laws or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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 a Parent Party, except, in the case or Equity Securities of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the TransactionsGroup Company.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent from any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent (other than the Company Preferred Shares), cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) aboveabove (other than with respect to Contracts governing Indebtedness), as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, or (ii) such filings with and approvals any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalwhich would not have a Company Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as for such violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, would not reasonably be expected to be material or preventto, materially delay or materially impair the ability of result in a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent HighCape Party with respect to such Parent HighCape Party’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 by this Agreement or by the Ancillary Documents, 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit the Parent HighCape Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Certificates Certificate of Merger, (ivv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, (vi) the HighCape Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have a HighCape Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent HighCape Party of this Agreement nor the Ancillary Documents to which a Parent HighCape Party is or will be a party nor the consummation by a Parent HighCape Party of the transactions contemplated hereby 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 the Governing Documents of a Parent HighCape Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent HighCape Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent HighCape 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 a Parent HighCape Party, except, except in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsHighCape Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent MEOA Party with respect to such Parent MEOA Party’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 by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit the Parent Common Stock MEOA Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) filing of the Certificates of Merger, (ivv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.95.10, (vi) the MEOA Stockholder Approval, (vii) the Sponsor Approval, or (vviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which could not reasonably be expected to have a MEOA Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent MEOA Party of this Agreement nor the Ancillary Documents to which a Parent MEOA Party is or will be a party nor the consummation by a Parent MEOA Party of the transactions contemplated hereby 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 the Governing Documents of a Parent MEOA Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent MEOA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent MEOA Party or any of its properties or assets are bound bound, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a Parent MEOA Party, except, except in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, could not reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsMEOA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or 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 SEC, and (B) such reports under Section 13(a), ) or 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt Except as set forth on Section 3.6(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party party, nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party the Company or any of its Subsidiaries is a party, or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Company or any of its Subsidiaries or any of their respective properties or assets are bound 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 a Parent Partythe Company or any of its Subsidiaries, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval Consent of or authorization of, or designation, declaration or filing with, with any Governmental Entity is required on the part of a Parent Party any Company Group Member with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary DocumentsTransactions, except for (i) the filing of the Certificate of Merger in accordance 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, DGCL; (ii) such filings with the Nasdaq Listing Application and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, Approval; or (iii) filing any other Consents the absence of which would not, individually or in the Certificates of Mergeraggregate, (iv) be material to the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9Company Group, taken as a whole, or (v) the Parent Stockholder Approvalwould not have a Company Impairment Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor or the Ancillary Documents to which a Parent Party the Company is or will be a party nor or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) Transactions will (i) contravene or conflict with any provision of the Company’s Governing Documents, (ii) except as set forth on Section 4.5(b) of the Company Disclosure Schedules, violate, conflict with, result in any a breach of any provision of or the Governing Documents loss of any benefit under, constitute a Parent Partydefault (or an event which, (iiwith notice or lapse of time, or both, would constitute a default) under, or result in a violation the termination or breach acceleration of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation revocation, acceleration or amendment under, accelerate the performance required by, or result in the acceleration underor trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Company Material Contract to which a Parent Party is a partyor any Permit held by any Company Group Member, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Company Group Member or any of its or their respective 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) or Equity Securities of a Parent Partyany Company Group Member, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole, or prevent, materially delay or materially impair the ability of would not have a Parent Party to consummate the TransactionsCompany Impairment Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth on Section 3.7(a) of the Company Disclosure Schedules, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt Except as set forth on Section 3.7(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company or any of its properties or assets are bound 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party the Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Company 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 a Parent Partythe Company, except, in the case of any of clauses (iiiii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth on Section 3.5(a) of the Company Disclosure Schedules, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt Except as set forth on Section 3.5(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party any Group Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, or (iii) filing any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which is not and would not reasonably be expected to be, individually or in the Certificates of Mergeraggregate, (iv) material to the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder ApprovalGroup Companies taken as a whole. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements Except as set forth in Section 4.3(a)3.5(b) of the Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Governing Documents of a Parent Partyany Group Company, (ii) result in a violation or breach of, result in the loss of any right or benefit, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation revocation, or result in the acceleration underor trigger of any payment time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, any of the terms, conditions or provisions of any Contract to which a Parent Party any Group Company is a partyparty or by which any of their respective assets or properties may be bound or affected, (iii) violateviolate or conflict with any provision of, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as is not and would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to be material or preventthe Group Companies taken as a whole. (c) Concurrently with the execution of this Agreement, materially delay or materially impair the ability Company has delivered to BHAC duly executed copies of a Parent Party the Company Support Agreements from the Core Company Equityholders and the Other Company Equityholders, which compromise holders of all of the issued and outstanding Existing Company Shares as of the date of this Agreement and will comprise holders of all of the issued and outstanding Existing Company Shares as of immediately prior to consummate the TransactionsCompany Merger Effective Time.

Consents and Requisite Governmental 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 a Parent Party the Company or any Company Subsidiary with respect to the Company’s or any such Parent PartyCompany Subsidiary’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company or such Subsidiary is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) compliance with and Consents 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9absence of which, individually or (v) in the Parent Stockholder Approvalaggregate, would not have a Company Material Adverse Effect. (b) Subject None of the execution or delivery by the Company or any Company Subsidiary, to the receipt of the Consentsextent applicable, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company or any Company Subsidiary of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s or such Company Subsidiary’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party the Company or such Company Subsidiary is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Company, any such Parent Party Company Subsidiary or any of its their respective 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 a Parent Partythe Company or any Company Subsidiary, except, in the case of any of clauses (iii) through and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth on Schedule 3.5, approval or authorization ofno notices to, filings with, or designationauthorizations, declaration consents or filing with, approvals of any Person or Governmental Entity is required on (“Consents”) are necessary for the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance by any Group Company of its obligations under this Agreement or the Ancillary Documents to which it such Group Company is or will be a party or the consummation by the Company of the transactions contemplated by this Agreement or by the Ancillary Documentshereby and thereby, except for (i) compliance with and filings under 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyHSR Act, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqU.K. Approvals, (iii) the filing of applications under §4001.253 of the Certificates Texas Insurance Law with the Texas Department of MergerInsurance and approvals or non-objections thereof, (iv) those the approvals failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect (it being agreed for purposes of this Section 3.5, effects resulting from the announcement of the transactions contemplated in this Agreement as set forth in clause (vii) of the definition of “Material Adverse Effect” will not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur) and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither transactions contemplated hereby. Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor or the Ancillary Documents to which a Parent Party the Company is (or will be at the Closing be) a party nor the consummation by a Parent Party the Company of the transactions contemplated hereby or thereby willwill (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, directly (b) except as set forth on Schedule 3.5, conflict with, result in a violation or indirectly breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of a Parent Party, (ii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation cancellation or acceleration under, acceleration) under any of the terms, conditions or provisions of any Contract to which a Parent Party is a partyContract, Group Company Permit, franchise, license or instrument, (iiic) violate, or constitute a breach under, violate any Order or Law applicable Law to which any such Parent Party Group Company or any of its their respective properties or assets are bound or (ivd) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any of the assets or properties (other than of any Permitted Liens) of a Parent PartyGroup Company, except, which in the case of any of clauses (iib) through (ivd) above, as would not, individually or in the aggregate, reasonably be expected to be have a material and adverse effect on the business or prevent, materially delay or materially impair the ability operations of a Parent Party to consummate the Transactionsany Group Company.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements Except as set forth in Section 4.3(aSchedule 3.5(b), neither none of the execution, execution or delivery or performance by a Parent Party the Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration declaration, registration or filing with, any Governmental Entity is required on the part of a Parent Party any Group Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary DocumentsTransactions, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (ii) such the filing of any documents required by the Final Order, the Interim Order and filings with required pursuant to the Plan of Arrangement, or (iii) any other Consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to, individually or in the aggregate, be material to the Group Companies, taken as a whole, or prevent, materially impair or materially delay the Company and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with its applicable Affiliates from consummating the transactions contemplated by this Agreement and Agreement, the other Ancillary Documents to be listed on Nasdaqor the Transaction. No Group Company is a “TID U.S. Business” as that term is defined in 31 CFR § 800.248. Additionally, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalno Group Company is a “U.S. Business” as that term is defined in 31 CFR § 800.252. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in any a breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a party, (B) any Material Permits, or (C) any Company Oil and Gas Lease, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company or any of its properties or assets are bound or (iv) except as set forth in Section 5.5(b) of the Company Disclosure Schedule, result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to be material the Group Companies, taken as a whole, or prevent, materially delay impair or materially impair delay the ability of a Parent Party to consummate Company and its applicable Affiliates from consummating the Transactionstransactions contemplated by this Agreement or the Ancillary Documents.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth on Section 3.6(a) of the Company Disclosure Schedules, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Transaction Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Transaction Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt Except as set forth on Section 3.6(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Transaction Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party the Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Company 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) or Equity Securities of a Parent Partythe Company, except, in the case of any of clauses (ii) through and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Assuming the truth and completeness of the representations and warranties of Plum and Merger Sub contained in this Agreement and the other Transaction Documents to which it is a party, 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 a Parent Party the Company or its Subsidiaries with respect to such Parent Partythe Company’s execution, delivery or and performance of its obligations under this Agreement or and the Ancillary Transaction Documents to which it the Company is or will be a party or and the consummation of the transactions contemplated by this Agreement or by the Ancillary Documentshereby and thereby, 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 / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), ) or 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit the Parent New Plum Common Stock Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of MergerStock Exchange, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, Required Company Shareholders’ Consent or (v) any actions, notices, consents, approvals, waiver or authorizations, designations, declarations or filings, the Parent Stockholder Approvalabsence of which would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (b) Subject to Neither the receipt of execution or delivery by the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party Company of this Agreement nor the Ancillary Documents or any Transaction Document to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Governing Documents of a Parent Partythe Company or any of its Subsidiaries, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party the Company or any of its Subsidiaries is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which any such Parent Party the Company 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 a Parent Partythe Company, except, in the case of any of clauses (ii) through (iv) above, for the Change of Control Payments as listed on Section 4.04(b) of the Company Disclosure Schedules or as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to be material or preventthe Company and its Subsidiaries, materially delay or materially impair the ability of taken as a Parent Party to consummate the Transactionswhole.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act, (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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, thereby or (iii) filing any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalwhich would not have a Company Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration declaration, registration or filing with, any Governmental Entity is required on the part of a Parent Party any Group Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary DocumentsTransactions, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (ii) such the filing of any documents required by the Final Order, the Interim Order and filings with required pursuant to the Plan of Arrangement, or (iii) any other Consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to, individually or in the aggregate, be material to the Group Companies, taken as a whole, or prevent, materially impair or materially delay the Company and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with its applicable Affiliates from consummating the transactions contemplated by this Agreement and Agreement, the other Ancillary Documents to be listed on Nasdaqor the Transaction. No Group Company is a “TID U.S. Business” as that term is defined in 31 CFR § 800.248. Additionally, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalno Group Company is a “U.S. Business” as that term is defined in 31 CFR § 800.252. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in any a breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a party, (B) any Material Permits, or (C) any Company Rights-of-Way or Real Property Lease, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company or any of its properties or assets are bound bound, or (iv) except as set forth in Section 5.5(b) of the Company Disclosure Schedule, result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to be material the Group Companies, taken as a whole, or prevent, materially delay impair or materially impair delay the ability of a Parent Party to consummate Company and its applicable Affiliates from consummating the Transactionstransactions contemplated by this Agreement or the Ancillary Documents.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent with any Governmental Entity is required on the part of a Parent Party the Company or any of the other Group Companies with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, (iv) the approvals FINRA Approval, and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor or the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Permits, (iii) violate, or constitute a breach under, any Order or applicable Law or Data Security Requirement to which any such Parent Party Group Company 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 a Parent Partyany Group Company, except, except for (x) the Client Notices contemplated by Section 6.22 hereunder or (y) in the case of any of clauses (iiiii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) the Investment Canada Act Approval (if required); (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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of any documents required by the Certificates Final Order, the Interim Order and filings required pursuant to the Plan of Merger, Arrangement or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or 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 / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), ) or 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Company 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) or Equity Securities of a Parent Partythe Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to not be material or prevent, materially delay or materially impair to the ability of a Parent Party to consummate the TransactionsCompany.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent of any Governmental Entity is required on necessary in connection with the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance by the Company of its obligations under this Agreement or and the Ancillary Documents to which it the Company is or will be party bound, or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (ia) compliance with and filings under the filing HSR Act, (b) compliance with the SEC of (A) and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyStatement, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiic) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (vd) those the Parent Stockholder Approval. (b) Subject failure of which to obtain or make would not reasonably be expected to be, individually or in the aggregate, material to the receipt of the ConsentsGroup Companies, approvals, authorizations and other requirements set forth in Section 4.3(a), neither taken as a whole. Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or 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 the any Group Company’s Governing Documents of a Parent PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationConsent, cancelation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which a Parent Party any Group Company is a partyparty or by which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute a breach under, in each case, in any material respect, any Order or applicable Law to which any such Parent Party Group Company or any of its properties or assets are bound 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to be material or preventthe Group Companies, materially delay or materially impair the ability of taken as a Parent Party to consummate the Transactionswhole.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) filing of the Certificate of Merger, (iv) the approvals and consents to be obtained by the Company pursuant to Section 4.13, (v) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the Parent Common Stock Pathfinder Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, Nasdaq or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements Except as set forth in Section 4.3(a)2.5(b) of the Company Disclosure Schedule, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the any Group Company’s Governing Documents or any of a Parent Partythe Company Shareholders Agreements, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company or any of its properties or assets are subject to 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent from any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Company Certificate of Merger, (iv) filings that may be necessary or advisable with respect to the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9Australia Corporations Act 2001, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent (other than the Company Preferred Shares), cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) aboveabove (other than with respect to Contracts governing Indebtedness), as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentAssuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.3, approval or authorization of, or designation, declaration or filing with, any Governmental Entity no Consent is required on to be made or obtained by any Group Company (whether to or from any Person or Governmental Entity) in connection with the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance by any Group Company of its obligations under this Agreement or the Ancillary Documents to which it such Group Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) to the filing extent necessary, compliance with and filings under the SEC of HSR Act, (Aii) compliance with and filings under any applicable securities Laws, including the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyStatement, (iiiii) such filings with and approvals those the failure of Nasdaq which to permit obtain or make would not, individually or in the Parent Common Stock aggregate, reasonably be expected to be issued in connection with have a material impact on the Group Companies, taken as a whole, or materially impair or materially delay the ability of any Group Company to consummate the transactions contemplated by this Agreement or the Ancillary Documents, and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to those set forth on Section 5.9, or (v3.5(a) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements Seller Schedules. Except as set forth in on Section 4.3(a)3.5(b) of the Seller Schedules, neither the execution, delivery or performance by a Parent Party any Group Company of this Agreement nor the any Ancillary Documents to which a Parent Party such Group Company is or will be be, as applicable, a party nor the consummation by a Parent Party of the transactions contemplated hereby by this Agreement or thereby the Ancillary Documents will, directly or indirectly (with or without due notice or lapse of time or both) (ia) conflict with or result in any breach of any provision of the any Group Company’s Governing Documents of a Parent PartyDocuments, (iib) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any Contract to which a Parent Party is a party, (iii) violate, or constitute a breach benefits under, any Material Contract, or Material Real Property Lease, (c) violate any Order or applicable Law to which of any such Parent Party Governmental Entity having jurisdiction over any Group Company or any of its their respective properties or assets are bound assets, or (ivd) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) upon any of a Parent Partythe assets of any Group Company, except, which in the case of any of clauses (iib) through (ivd) above, as would notwould, individually or in the aggregate, reasonably be expected to be have a material impact on the Group Companies, taken as a whole, or prevent, materially delay or materially impair the ability of a Parent Party any Group Company to consummate the Transactionstransactions contemplated by this Agreement or the Ancillary Documents to which it is or will be a party or bound.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent any CPUH Party with respect to such Parent CPUH Party’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 by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement / Proxy and the Resale Registration Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a), ) or 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each either Merger Sub pursuant to Section 5.9, or (v) the Parent CPUH Stockholder Approval, or (vi) any other Consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a CPUH Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements approvals set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent any CPUH Party of this Agreement nor the Ancillary Documents to which a Parent any CPUH Party is or will be a party party, nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Governing Documents of a Parent any CPUH 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, any of the terms, conditions or provisions of any Contract to which a Parent any CPUH Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent CPUH Party or any of its properties or assets are bound 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 a Parent any CPUH Party, except, in the case of any of clauses (ii) through (iv) above, as has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the TransactionsCPUH Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Assuming the truth and completeness of the representations and warranties of Longview contained in this Agreement, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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 Sections 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Seller or the Company with respect to such Parent Partythe Seller’s or the Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Seller or the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Seller or the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Seller or Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Governing Documents of a Parent Partythe Seller or the Company, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth in Section 3.03 of the Company Disclosure Letter and the pre-merger notification requirements of the HSR Act, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part execution and delivery of a Parent Party with respect to such Parent Party’s execution, delivery or performance of its obligations under this Agreement by the Company or Merger Sub and the Ancillary execution and delivery of the other Transaction Documents to which it the Company or Merger Sub is a party does not and will not, and the performance and compliance with the terms and conditions hereof and thereof by Company or will be party or Merger Sub and the consummation of the transactions contemplated by this Agreement or Transactions by the Ancillary DocumentsCompany or Merger Sub will not (with or without notice or passage of time, except for or both): (i) the filing violate, conflict with, result in a breach or constitute a default under any Governing Document of any Company Entity; or Page 22 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (ii) (i) breach, violate or conflict 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyany provision of, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqcause a default under, or (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9give rise to, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consentsresult in, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the Ancillary Documents to which a Parent Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Governing Documents of a Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, consent, amendment, modification, suspension, revocation revocation, or acceleration under, any of the terms, conditions or provisions of any obligation under (A) any Law applicable to a Company Entity, (B) any Material Contract to which a Parent Party any Company Entity is a party, or (iiiC) any Material Permits, (iv) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Company Entity or any of its their respective properties or assets are bound bound, or (ivv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of a Parent Partyany Company Entity, except, except in the case of any of clauses (iii) through (iv) abovev), as would not, not individually or in the aggregate, reasonably be expected to be material to the Company. (b) Except as set forth in Section 3.03(c) of the Company Disclosure Letter, no consent, Permit, approval or preventauthorization of, materially delay or materially impair designation, declaration or filing with or notification to, any Governmental Entity is required on the ability part of a Parent Party the Company with respect to consummate the Company’s execution, delivery or performance of its obligations under this Agreement or the other Transaction Documents to which the Company is or will be party or the consummation of the Transactions.

Consents and Requisite Governmental 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 a Parent an ACAH Party with respect to such Parent ACAH Party’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 by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) compliance with and Consents 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of Nasdaq to permit the Parent ACAH New Common Stock Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Certificates Certificate of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent filing of the Post-Closing ACAH Certificate of Incorporation, (vi) the ACAH Stockholder ApprovalApproval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACAH Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, execution or delivery or performance by a Parent an ACAH Party of this Agreement nor the or any Ancillary Documents Document to which a Parent Party it is or will be a party nor party, the performance by an ACAH Party of its obligations hereunder or thereunder or the consummation by a Parent an ACAH Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Governing Documents of a Parent an ACAH 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, any of the terms, conditions or provisions of any Contract to which a Parent an ACAH Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent ACAH Party 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) of a Parent an ACAH Party, except, except in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactionsnot have an ACAH Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent of any Governmental Entity is required on necessary in connection with the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance by the Company of its obligations under this Agreement or and the Ancillary Documents to which it the Company is or will be party or bound or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (ia) compliance with and filings set forth on Section 3.5 of the filing Company Schedules, (b) compliance with the SEC of (A) and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement and or (c) those the declaration failure of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) which to obtain or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9make would not have, or (v) the Parent Stockholder Approval. (b) Subject be reasonably expected to the receipt of the Consentshave, approvals, authorizations and other requirements set forth in Section 4.3(a), neither a Company Material Adverse Effect. Neither the execution, delivery or and performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated by hereby or 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 the any Group Company’s Governing Documents of a Parent PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationConsent, cancelation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which a Parent Party any Group Company is a partyparty or by which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute a breach under, in each case, in any material respect, any Order or applicable Law to which any such Parent Party Group Company or any of its it properties or assets are bound 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through and (iv) above, as is not and would not, individually or in the aggregate, not reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or 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 SEC, and (B) such reports under Section 13(a), ) or 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party party, nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party the Company or any of its Subsidiaries is a party, or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Company or any of its Subsidiaries or any of their respective properties or assets are bound 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 a Parent Partythe Company or any of its Subsidiaries, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to not be material or prevent, materially delay or materially impair to the ability of Company and its Subsidiaries taken as a Parent Party to consummate the Transactionswhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or any other Person is required on the part of a Parent Party the Company or any of its Subsidiaries with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, or (iiC) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed those Consents set forth on Nasdaq, (iii) filing Section 3.5 of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder ApprovalCompany Disclosure Schedules. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party the Company of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent Partyor the Company Shareholder Agreement, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) conflict with, violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien (other than any Permitted Liens) upon any of the assets or properties (other than any Permitted Liens) of a Parent Party, except, in the case or Equity Securities of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the TransactionsGroup Company.

Consents and Requisite Governmental 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 a Parent Party the Group Companies with respect to such Parent Partythe Company’s execution, delivery or performance of its their respective obligations under this Agreement or the Ancillary Documents Documents, as applicable, to which it the Company, is or will be party bound or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under 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), 15(d) HSR Act or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of Nasdaq which would not reasonably be likely to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalhave a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which the Company is a Parent Party is or will be a party party, as applicable nor the consummation by a Parent Party of the transactions contemplated hereby or 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 the any Group Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which a Parent Party any Group Company is a partyparty or by which its or its properties or assets are bound or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company or any of its their respective properties or assets are bound or any Privacy Requirements 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, not reasonably be expected likely to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentAssuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.3, approval or authorization ofno notices to, filings with, or designationauthorizations, declaration consents or filing with, approvals of any Governmental Entity is required on are necessary for the part of a Parent Party with respect to such Parent Party’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 by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC Company 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents to which the Company is a party or the consummation by the Company of the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the Ancillary Documents to which a Parent Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) except for (i) result in any breach of any provision of compliance with and filings under the Governing Documents of a Parent PartyHSR Act, (ii) result in a violation those the failure of which to obtain or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent 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 a Parent Party, except, in the case of any of clauses (ii) through (iv) above, as make would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, and (iii) those that may be required solely by reason of Parent’s (as opposed to any other Person’s) participation in the transactions contemplated hereby or preventthereby. (b) Assuming the making of the filings and the receipt of the authorizations, materially delay consents or materially impair approvals set forth in Section 3.5(a), except as set forth on Schedule 3.5 of the ability Company Disclosure Schedule, neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which it is (or at the Closing will be) a Parent Party party nor the consummation by the Company of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the Governing Documents of any Group Company, (ii) result in a violation or breach of, conflict with, cause acceleration of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to consummate any right of termination, cancellation or acceleration) under any of the Transactionsterms, conditions or provisions of any Material Contract, (iii) violate in any material respect any applicable material Law or Order of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (iv) except as contemplated by this Agreement, result in the creation of any Lien upon any of the assets or properties of any Group Company (other than Permitted Liens), except in the case of clauses (ii) and (iv) above, for such violations, conflicts, breaches, accelerations, defaults or Lien creations as would not have a Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 4.3 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the STPC 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 a Parent Party with respect to such Parent Party’s execution, delivery or performance by the Company of its obligations under this Agreement or and the Ancillary Documents to which it the Company is or will be party or bound or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (ia) compliance with and filings set forth on Section 3.5 of the filing Company Schedules, (b) compliance with the SEC of (A) and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement and Statement, (c) the declaration Required Company Shareholder Approval or (d) those the failure of which to obtain or make would not have, or be reasonably expected to have, a Company Material Adverse Effect. Except for Consents set forth on Section 3.5 of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Schedules, neither the execution, delivery or and performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated by hereby or 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 any (x) the Company’s Governing Documents or (y) any of a Parent Partythe Company’s Subsidiaries Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationconsent, cancelation, materially adverse amendment, materially adverse modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which a Parent Party any Group Company is a partyparty or by which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute a breach under, in each case, in any material respect, any Order or applicable Law to which any such Parent Party Group Company or any of its it properties or assets are bound 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 (other than Liens under applicable Securities Laws or Liens created by STPC) of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) any approvals required by a Governmental Entity under applicable antitrust or competition Laws; (ii) the French Foreign Investment Clearance; (iii) 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, thereby or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or 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 SEC, and (B) such reports under Section 13(a), ) or 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of MergerMerger with the Wyoming Secretary of State in accordance with the applicable provisions of the WBCA, or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt Except as set forth on Section 3.6(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party party, nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party the Company or any of its Subsidiaries is a party, or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Company or any of its Subsidiaries or any of their respective properties or assets are bound 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 a Parent Partythe Company or any of its Subsidiaries, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or 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 / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), ) or 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt Except as set forth on Section 3.5(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Company 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) or Equity Securities of a Parent Partythe Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to not be material or prevent, materially delay or materially impair to the ability of a Parent Party to consummate the TransactionsCompany.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq NYSE to permit the Parent Common Stock Company Ordinary Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iii) the filing of the Certificates Certificate of MergerMerger in accordance with the DGCL, (iv) the filing of the Amended and Restated Articles of Association of the Company pursuant to Section 5.20(a), (v) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, 5.10 or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as for such violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, would not reasonably be expected to be material or preventto, materially delay or materially impair the ability of result in a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent with any Governmental Entity is required on the part of a Parent Party such XxXxxxx Company or any of the other XxXxxxx Group Companies with respect to such Parent PartyXxXxxxx Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it such XxXxxxx Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of MergerMerger with respect to such XxXxxxx Company, and (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9any other Consents, designations, or (v) declarations, the Parent Stockholder Approvalabsence of which would not have a XxXxxxx Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party such XxXxxxx Company of this Agreement nor or the Ancillary Documents to which a Parent Party such XxXxxxx Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the such XxXxxxx Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any XxXxxxx Group Company is a partyparty or (B) any Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party XxXxxxx Group Company 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 a Parent Partyany XxXxxxx Group Company, except, in the case of any of clauses (iiiii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsXxXxxxx Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval Consent of or authorization of, or designation, declaration or filing with, with any Governmental Entity is required on the part of a Parent Party any Company Group Member with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary DocumentsTransactions, except for (i) applicable requirements under 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyAntitrust Laws, (ii) such filings with and approvals the filing of Nasdaq to permit the Parent Common Stock to be issued Certificate of Merger in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqDLLCA, or (iii) filing any other Consents the absence of which would not, individually or in the Certificates of Mergeraggregate, (iv) be material to the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9Company Group, taken as a whole, or (v) the Parent Stockholder Approvalwould not have a Company Impairment Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor or the Ancillary Documents to which a Parent Party the Company is or will be a party nor or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) Transactions will (i) contravene or conflict with any provision of the Company’s Governing Documents, (ii) except as set forth on Section 4.5(b) of the Company Disclosure Schedules, violate, conflict with, result in any a breach of any provision of or the Governing Documents loss of any benefit under, constitute a Parent Partydefault (or an event which, (iiwith notice or lapse of time, or both, would constitute a default) under, or result in a violation the termination or breach acceleration of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation revocation, acceleration or amendment under, accelerate the performance required by, or result in the acceleration underor trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Material Contract to which a Parent Party is a partyor any Permit held by any Company Group Member, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Company Group Member or any of its or their respective 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) or Equity Securities of a Parent Partyany Company Group Member, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole, or prevent, materially delay or materially impair the ability of would not have a Parent Party to consummate the TransactionsCompany Impairment Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent of any Governmental Entity is required on necessary in connection with the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance by the Company of its obligations under this Agreement or and the Ancillary Documents to which it the Company is or will be party or bound or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (ia) compliance with and filings under the filing HSR Act, (b) compliance with the SEC of (A) and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement and or (c) those for which the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) failure to obtain or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9make would not have, or (v) the Parent Stockholder Approval. (b) Subject be reasonably expected to the receipt of the Consentshave, approvals, authorizations and other requirements set forth in Section 4.3(a), neither a Company Material Adverse Effect. Neither the execution, delivery or and performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or 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 the any Group Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which a Parent Party any Group Company is a partyparty or by which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company or any of its it properties or assets are bound 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as is not and would not, individually or in the aggregate, not reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization Consent of, with or designation, declaration or filing with, made to any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other Consents the approvals absence of which would not have, and consents would not reasonably be expected to be obtained by each Merger Sub pursuant to Section 5.9have, or (v) the Parent Stockholder Approvala Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor or the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the any Group Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract, (B) any other Contract to which a Parent Party any Group Company is a partyparty or (C) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (iiii)(B), (ii)(C) through and (iv) above, as would notnot have, individually or in the aggregate, and would not reasonably be expected to be material have, a Company Material Adverse Effect. The performance by the Company of its obligations under Section 6.6 will not, directly or preventindirectly, materially delay result in a violation or materially impair breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the ability terms, conditions or provisions of any other Contract to which any Group Company is a Parent Party to consummate the Transactionsparty.

Consents and Requisite Governmental 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 a Parent Party Bannix with respect to such Parent PartyBannix’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 by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of the Bannix Stockholder Approval, (iii) applicable requirements, if any, under Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have a Bannix Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, execution or delivery or performance by a Parent Party Bxxxxx of this Agreement nor the or any Ancillary Documents Document to which a Parent Party it is or will be a party nor party, the performance by Bannix of its obligations hereunder or thereunder or the consummation by a Parent Party Bannix of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Governing Documents of a Parent PartyBannix, (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, any of the terms, conditions or provisions of any Contract to which a Parent Party Bannix is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Bannix 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) of a Parent PartyBannix, except, except in the case of any of clauses (ii) through (iv) above, as would notfor any violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not or would not reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsBannix Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company or its Subsidiaries with respect to such Parent Partythe Company’s execution, delivery or and performance of its obligations under this Agreement or and the Ancillary other Transaction Documents to which it the Company is or will be a party or and the consummation of the transactions contemplated by this Agreement or by the Ancillary Documentshereby and thereby, except for (i) the filings and approvals set forth in Section 4.04(a) of the Company Disclosure Schedules, (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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of Nasdaq the Stock Exchange to permit the Parent Common Stock TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe Stock Exchange, (iiiiv) filing of the Certificates Merger Documents under the applicable law of Mergerthe Cayman Islands, (ivv) the approvals and consents to be obtained by each on behalf of Merger Sub pursuant to Section 5.9, 7.06 or (vvi) any actions, notices, consents, approvals, waiver or authorizations, designations, declarations or filings, the Parent Stockholder Approvalabsence of which would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (b) Subject to Neither the receipt of execution or delivery by the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party Company of this Agreement nor the Ancillary Documents or any Transaction Document to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Governing Documents of a Parent Partythe Company or any of its Subsidiaries, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party the Company or any of its Subsidiaries is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which any such Parent Party the Company 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 a Parent Partythe Company, except, in the case of any of clauses (ii) through (iv) above, as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to be material or preventthe Company and its Subsidiaries, materially delay or materially impair the ability of taken as a Parent Party to consummate the Transactionswhole.

Consents and Requisite Governmental 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 a Parent Party the Company or Blocker Corp with respect to such Parent Partythe Company’s or Blocker Corp’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company or Blocker Corp is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Blocker Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company or Blocker Corp of this Agreement nor the Ancillary Documents to which a Parent Party the Company or Blocker Corp is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Governing Documents of a Parent Partythe Company or Blocker Corp, (ii) result in a violation or breach of, result in the loss of any right or benefit, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation revocation, or result in the acceleration underor trigger of any payment time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, any of the terms, conditions or provisions of any Material Contract to which a Parent Party the Group Companies is a partyparty or by which any of their respective assets or properties may be bound or affected, (iii) violateviolate or conflict with any provision of, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Company Party with respect to such Parent the Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company Party is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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 Sections 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Company Party of this Agreement nor the Ancillary Documents to which a Parent the Company Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company Party’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent any Company Party with respect to such Parent Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is such Company Party is, or will be at the Closing, a party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the filing with the SEC of HSR Act, (Aii) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and FCC Consent, (Biii) such reports under Section 13(a), 15(d) or 16 compliance with any applicable requirements of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebySecurities Act, (iiiv) such the appropriate filings with and approvals under the rules of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiv) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder absence of which would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect (each of the foregoing clauses (i) through (vi), a “Company Governmental Approval”). (b) Subject to the receipt Except as set forth on Section 3.3(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Disclosure Schedules, neither the execution, delivery or performance by a Parent any Company Party of this Agreement nor the Ancillary Documents to which a Parent such Company Party is is, or will be at the Closing, a party nor the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) contravene, conflict with or result in any breach of any provision of the such Company Party’s Governing Documents of a Parent PartyDocuments, (ii) result in a violation or breach of, or constitute a default or default, give rise to any material right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration of any right or obligation of any Company Party or any member of the Company Group under, or require any payment, reimbursement or a loss of any material benefit to which any Company Party or any member of the Company Group is entitled under, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party is a partyMaterial Contract, (B) any Material Permits or (C) any Real Property Lease, (iii) assuming all of the Company Governmental Approvals are obtained and any applicable waiting periods referred to herein have expired, violate, or constitute a breach under, any Data Security Requirement or any Order or applicable Law to which any such Parent Company 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) or Equity Securities of a Parent any Company Party, except, in the case of any of clauses clause (ii) through clause (iv) above, as would notnot be reasonably expected to, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Certificates Certificate of Merger, Merger or (iv) any other Consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or absence of which would not have a Company Material Adverse Effect. The Company is its own ultimate parent entity (v) as such term is defined in the Parent Stockholder ApprovalHSR Act). (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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 Sections 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals those Consents set forth on Section 3.5 of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqCompany Disclosure Schedules, or (iii) filing any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalwhich would not have a Company Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party the Company of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent Partyor the Company Shareholder Agreement, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien (other than any Permitted Liens) upon any of the assets or properties (other than or Equity Securities of any Permitted Liens) of a Parent PartyGroup Company, except, in the case of any of clauses (ii) through and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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 Sections 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 4.3 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the Rotor Schedules) No consentare made or obtained prior to the Closing), 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 a Parent Party with respect to such Parent Party’s execution, delivery or performance by the Company of its obligations under this Agreement or and the Ancillary Documents to which it the Company is or will be party or bound or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (ia) 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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings compliance with and approvals of Nasdaq to permit filings under the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqHSR Act, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt compliance with and filings set forth on Section 3.5 of the ConsentsCompany Schedules, approvals(c) compliance with and filings under any applicable Securities Laws, authorizations and other requirements set forth in Section 4.3(a)including the Proxy Statement, neither (d) the Required Company Shareholder Approval or (e) those the failure of which to obtain or make would not have a Company Material Adverse Effect. Neither the execution, delivery or and performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated by hereby or 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 the any Group Company’s Governing Documents of a Parent PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationConsent, cancelation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any Contract to which a Parent Party is a partybenefits under (A) any Material Contract, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute a breach under, in each case, in any material respect, any Order or applicable Law to which any such Parent Party Group Company or any of its properties or assets are bound 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 a Parent Partyany Group Company, except, except in the case of any of clauses clause (ii) through and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth on Section 5.5(a) of the Acquirer Disclosure Schedules, approval no Consent of or authorization of, or designation, declaration or filing with, with any Governmental Entity is required on the part of a Parent Party any Acquirer Group Member with respect to such Parent an Acquirer Party’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 by this Agreement or by the Ancillary DocumentsTransactions, except for (i) the filing of the Certificate of Merger in accordance with the SEC of DGCL, (Aii) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqForm S-4, (iii) filing of the Certificates of MergerNasdaq Listing Application and Nasdaq Approval, or (iv) any other Consents the approvals and consents absence of which would not, individually or in the aggregate, be material to be obtained by each Merger Sub pursuant to Section 5.9the Acquirer Group, taken as a whole, or (v) the Parent Stockholder Approvalwould not have an Acquirer Impairment Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent an Acquirer Party of this Agreement nor or the Ancillary Documents to which a Parent an Acquirer Party is or will be a party nor or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) Transactions will (i) result in any breach of contravene or conflict with any provision of the Governing Documents of a Parent Partyany Acquirer Group Member, (ii) violate, conflict with, result in a violation breach of any provision of or breach the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation revocation, acceleration or amendment under, accelerate the performance required by, or result in the acceleration underor trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Acquirer Material Contract to which a Parent Party any Acquirer Group Member is a partyparty or by which any of their respective assets or properties may be bound or affected or any Permit held by any Acquirer Group Member, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Acquirer Group Member 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) or Equity Securities of a Parent Partyany Acquirer Group Member, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Acquirer Group, taken as a whole, or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactionswould not have an Acquirer Impairment Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth on Section 3.5(a) of the Company Disclosure Schedules, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Party’s the Company's execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt Except as set forth on Section 3.5(b) of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company's Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization Consent of, with or designation, declaration or filing with, made to any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals the filing of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, Certificate of Merger or (iii) filing any other Consents the absence of the Certificates of Mergerwhich would not have, (iv) the approvals and consents would not reasonably be expected to be obtained by each Merger Sub pursuant material to Section 5.9the Group Companies, or (v) the Parent Stockholder Approvaltaken as a whole. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements Other than as set forth in Section 4.3(a)4.5(b) of the Company Disclosure Schedules, neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor or the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the any Group Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract, (B) any other Contract to which a Parent Party any Group Company is a partyparty or (C) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (iiii)(B), (ii)(C) through and (iv) above, as would notnot have, individually or in the aggregate, and would not reasonably be expected to be material or preventhave, materially delay or materially impair the ability of a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 4.3 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the STPK 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 a Parent Party with respect to such Parent Party’s execution, delivery or performance by the Company of its obligations under this Agreement or and the Ancillary Documents to which it the Company is or will be party or bound or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (ia) compliance with and filings set forth on Section 3.5 of the filing Company Schedules, (b) compliance with the SEC of (A) and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement and Statement, (c) the declaration Required Company Shareholder Approval or (d) those the failure of which to obtain or make would not have, or be reasonably expected to have, a Company Material Adverse Effect. Except for Consents set forth on Section 3.5 of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a)Company Schedules, neither the execution, delivery or and performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated by hereby or 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 any (x) the Company’s Governing Documents or (y) any of a Parent Partythe Company’s Subsidiaries Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationconsent, cancelation, materially adverse amendment, materially adverse modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which a Parent Party any Group Company is a partyparty or by which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute a breach under, in each case, in any material respect, any Order or applicable Law to which any such Parent Party Group Company or any of its it properties or assets are bound 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 (other than Liens under applicable Securities Laws or Liens created by STPK) of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth on Section 5.5(a) of the Acquiror Disclosure Schedules, approval no Consent of or authorization of, or designation, declaration or filing with, with any Governmental Entity is required on the part of a Parent Party any Acquiror Group Member with respect to such Parent an Acquiror Party’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 by this Agreement or by the Ancillary DocumentsTransactions, except for (i) the filing of the Certificate of Merger in accordance with the SEC of DGCL, (Aii) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqForm S-4, (iii) filing of the Certificates of MergerNasdaq Listing Application and Nasdaq Approval, or (iv) any other Consents the approvals and consents absence of which would not, individually or in the aggregate, be material to be obtained by each Merger Sub pursuant to Section 5.9the Acquiror Group, taken as a whole, or (v) the Parent Stockholder Approvalwould not have an Acquiror Impairment Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent an Acquiror Party of this Agreement nor or the Ancillary Documents to which a Parent an Acquiror Party is or will be a party nor or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) Transactions will (i) result in any breach of contravene or conflict with any provision of the Governing Documents of a Parent Partyany Acquiror Group Member, (ii) violate, conflict with, result in a violation breach of any provision of or breach the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation revocation, acceleration or amendment under, accelerate the performance required by, or result in the acceleration underor trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Acquiror Material Contract to which a Parent Party any Acquiror Group Member is a partyparty or by which any of their respective assets or properties may be bound or affected or any Permit held by any Acquiror Group Member, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Acquiror Group Member 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) or Equity Securities of a Parent Partyany Acquiror Group Member, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Acquiror Group, taken as a whole, or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactionswould not have an Acquiror Impairment Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or absence of which would not have a Company Material Adverse Effect. The Company is its own ultimate parent entity (v) as such term is defined in the Parent Stockholder ApprovalHSR Act). (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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 a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent from any Governmental Entity is required on the part of a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Company Certificate of Merger, or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent (other than the Company Preferred Shares), cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) aboveabove (other than with respect to Contracts governing Indebtedness), as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement hereby or by the Ancillary Documents, except for (i) the filing by CHFW 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) or 16 of the Exchange Act as may be required to be filed by CHFW in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, thereby or (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Group Company 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) or Equity Securities of a Parent Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates Certificate of Merger, (iv) any notices to the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, Directorate of Defense Trade Controls required under the ITAR or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have a Company Material Adverse Effect. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither Neither the execution, delivery or performance by a Parent Party the Company of this Agreement nor the Ancillary Documents to which a Parent Party the Company is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby 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 the Company’s Governing Documents of a Parent PartyDocuments, (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, any of the terms, conditions or provisions of (A) any Material Contract to which a Parent Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party the Company 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) or Equity Securities of a Parent Partythe Company, except, in the case of any of clauses clause (ii) through clause (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of not have a Parent Party to consummate the TransactionsCompany Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party Bannix with respect to such Parent PartyBannix’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 by this Agreement hereby or by the Ancillary Documentsthereby, 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) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of the Bannix Stockholder Approval, (iii) applicable requirements, if any, under Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the Parent Stockholder Approvalabsence of which would not have a Bannix Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, execution or delivery or performance by a Parent Party Bannix of this Agreement nor the or any Ancillary Documents Document to which a Parent Party it is or will be a party nor party, the performance by Bannix of its obligations hereunder or thereunder or the consummation by a Parent Party Bannix of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Governing Documents of a Parent PartyBannix, (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, any of the terms, conditions or provisions of any Contract to which a Parent Party Bannix is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party Bannix 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) of a Parent PartyBannix, except, except in the case of any of clauses (ii) through (iv) above, as would notfor any violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not or would not reasonably be expected to be material or prevent, materially delay or materially impair the ability of have a Parent Party to consummate the TransactionsBannix Material Adverse Effect.

Consents and Requisite Governmental 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 a Parent Party the Company with respect to such Parent Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary DocumentsTransactions, except for (i) applicable requirements of any Antitrust Law, (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), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqSEC, (iii) the filing of the Certificates Certificate of Merger, Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the approvals and consents absence of which would not have or reasonably be expected to be obtained by each Merger Sub pursuant to Section 5.9have, individually or (v) in the Parent Stockholder Approvalaggregate, a Company Material Adverse Effect. (b) Subject to the receipt None of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither execution or delivery by the execution, delivery or performance by a Parent Party Company of this Agreement nor the or any Ancillary Documents to which a Parent Party it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by a Parent Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the Governing Documents of a Parent PartyCompany’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, any of the terms, conditions or provisions of (A) any Contract to which a Parent Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach or default under, any Order Order, Law or applicable Law other restriction of any Governmental Entity to which any such Parent Party Group Company 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 a Parent Partyany Group Company, except, in except to the case extent that the occurrence of any of the foregoing items set forth in clauses (ii), (iii) through or (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party the Company to consummate the TransactionsTransactions or would not be or reasonably be expected to be material to the Group Companies, taken as a whole.