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 CCTS with respect to CCTS’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, except for (i) compliance with and filings under any Antitrust Laws, (ii) any filings required with Nasdaq or the SEC with respect to the Transactions, (iii) filing of the Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Material Adverse Effect. (b) Neither the execution, delivery or performance by CCTS of this Agreement nor the Ancillary Documents to which CCTS is or will be a party nor the consummation by CCTS of the 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 Governing Documents of CCTS, (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 CCTS is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS 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 CCTS, except, in the case of clauses (i) through (iv) above, as would not have a CCTS 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 CCTS the Company with respect to CCTSthe 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 Transactionstransactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under any Antitrust Lawsthe HSR Act, (ii) any filings 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 Sections 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with Nasdaq this Agreement, the Ancillary Documents or the SEC with respect to the Transactionstransactions contemplated hereby or thereby, (iii) filing of the Certificate of Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, or (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Company Material Adverse Effect. (b) Neither the execution, delivery or performance by CCTS the Company of this Agreement nor the Ancillary Documents to which CCTS the Company is or will be a party nor the consummation by CCTS of the Transactions 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 CCTSDocuments, (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 CCTS 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 CCTS any Group Company or any of its properties or assets are is bound or (iv) result in (A) the creation of any Lien upon upon, any right, title or interest of any of the tangible or intangible assets or properties (other than any Permitted Liens) or Equity Securities of CCTSany Group Company, (B) release, disclosure, or delivery of any source code constituting Owned Intellectual Property to any Person, or (C) grant, assignment or transfer that is not a Permitted Lien to any other Person of any license or other right or interest under, to or in any Owned Intellectual Property, except, in the case of any of clauses (iii) through (iv) above, as would not have a CCTS Company 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 Authority is required on the part of CCTS TopCo or Merger Sub with respect to CCTS’s TopCo's and Merger Sub's execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transactions Documents to which it is or will be party or the consummation of the Transactionstransactions contemplated hereby or by the Transaction Documents, except for (i) compliance the filing with the SEC of (A) the Registration Statement / Proxy Statement and filings the declaration of the effectiveness thereof by the SEC and (B) such reports under any Antitrust LawsSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Documents or the transactions contemplated by hereby or thereby, (ii) any such filings required with Nasdaq or and approvals of the SEC Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with respect this Agreement to be listed on the TransactionsStock Exchange, (iii) filing and registration of the Merger Documents under the applicable Law law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, or (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a CCTS Material Adverse Effectwhole. (b) Neither the execution, delivery or performance by CCTS TopCo and Merger Sub of this Agreement nor the Ancillary Transaction Documents to which CCTS it is or will be a party nor the consummation by CCTS of the Transactions transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in any breach of any provision of the TopCo or Merger Sub's Governing Documents of CCTSDocuments, (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 of, any Contract to which CCTS TopCo or Merger Sub is a party, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which CCTS 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 CCTS), except, in the case of clauses any of paragraphs (iii) through (iv) above, as would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a CCTS Material Adverse Effectwhole.

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 CCTS the Company or its Subsidiaries with respect to CCTS’s the 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 Transactionstransactions contemplated hereby and thereby, except for (i) compliance the filing with the SEC of (A) the Registration Statement/Proxy Statement and filings the declaration of the effectiveness thereof by the SEC and (B) such reports under any Antitrust LawsSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, (ii) any such filings required with Nasdaq or and approvals of the SEC Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with respect this Agreement to be listed on the TransactionsStock Exchange, (iii) filing and registration of the Merger Documents under the applicable Law law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the MergerIslands, (iv) the approvals and consents to be obtained by on behalf of Merger Sub pursuant to Section 5.10, Clause 5.4 or (v) the Required CCTS Shareholder Approval or (vi) any other actions, notices, consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a CCTS Material Adverse Effectwhole. (b) Neither the execution, execution or delivery or performance by CCTS the Company of this Agreement nor the Ancillary Documents or any Transaction Document to which CCTS it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by CCTS of the Transactions 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 CCTSthe 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, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which CCTS 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 CCTS 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 CCTSthe Company, except, in the case of clauses any of paragraphs (iii) through (iv) above, as would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a CCTS Material Adverse Effectwhole.

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 CCTS the Company (or any Group Company) with respect to CCTSthe 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, except for (i) compliance the filing with the SEC of (A) the Registration Statement / Proxy Statement and filings the declaration of the effectiveness thereof by the SEC and (B) such reports under any Antitrust LawsSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) any such filings required with and approvals of Nasdaq or to permit Holdco Shares to be issued in accordance with this Agreement and, along with the SEC with respect Holdco Warrants, to the Transactionsbe listed on Nasdaq, (iii) such filings and approvals required in connection with the Domestication, (iv) filing of the Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10Islands, (v) the Required CCTS Holdco Shareholder Approval Approval, (vi) filings under any Antitrust Laws or (vivii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Company Material Adverse Effect. (b) Neither the execution, delivery or performance by CCTS the Company of this Agreement nor the Ancillary Documents to which CCTS the Company is or will be a party nor the consummation by CCTS of the Transactions will, directly or indirectly (with or without due notice or lapse of time or both) will (i) result in any breach of any provision of the Company’s Governing Documents of CCTSDocuments, (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 CCTS 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 CCTS any 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 CCTSany Group Company, except, in the case of any of clauses (iii) through (iv) above, as would not have a CCTS Company 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 CCTS FLAC with respect to CCTSFLAC’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, except for (i) compliance with and filings under any Antitrust Laws, (ii) any filings required the filing with Nasdaq or the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with respect to this Agreement, the Ancillary Documents or the Transactions, (iii) such filings with and approvals of Nasdaq to permit Holdco Shares to be issued in accordance with this Agreement and, along with the Holdco Warrants, to be listed on Nasdaq, (iv) filing of the Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the MergerIslands, (ivv) such filings and approvals required in connection with the Domestication, (vi) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (vvii) the Required CCTS FLAC Shareholder Approval or (viviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS FLAC Material Adverse Effect. (b) Neither the execution, delivery or performance by CCTS FLAC of this Agreement nor the Ancillary Documents to which CCTS FLAC is or will be a party nor the consummation by CCTS FLAC of the Transactions will, directly or indirectly (with or without due notice or lapse of time or both) will (i) result in any breach of any provision of the Governing Documents of CCTSFLAC, (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 CCTS FLAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS FLAC 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 CCTSFLAC, except, in the case of clauses (iii) through (iv) above, as would not have a CCTS FLAC 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, to be made to any Governmental Entity is required on the part of CCTS the Issuer with respect to CCTSthe 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 Transactionstransactions contemplated by this Agreement, except for (i) compliance the filing with and filings the SEC of such reports under any Antitrust LawsSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby, (ii) any such filings required with and approvals of Nasdaq or to permit the SEC Underlying Shares to be issued in connection with respect the transactions contemplated by this Agreement to the Transactionsbe listed on Nasdaq, (iii) the filing of the Merger Documents under the applicable Law Issuer A&R Certificate of the Cayman Islands Incorporation with and the registration acceptance thereof by the Cayman Islands Registrar Delaware Secretary of Companies of the plan of merger in respect of the MergerState, (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Issuer Stockholder Approval or (viv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS an Issuer Material Adverse Effect. (b) Neither None of the execution, delivery or performance by CCTS the Issuer of this Agreement nor the Ancillary Documents to which CCTS is Agreement, or will be a party nor the consummation by CCTS the Issuer of the Transactions transactions contemplated 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 CCTSthe Issuer, (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 CCTS the Issuer is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS 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 CCTSthe Issuer, except, except in the case of clauses (iii) through (iv) above, as would not have a CCTS 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 CCTS the Company with respect to CCTSthe 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, except for (i) compliance with applicable requirements of the HSR Act (including the expiration of the required waiting period thereunder) and filings under any other applicable Antitrust LawsLaw, (ii) any filings required the filing with Nasdaq or the SEC of the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (iii) the appropriate filings and approvals under the rules of an Approved Stock Exchange, (iv) the filing of the Certificate of Merger, (v) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Transactions, (iii) filing Domestication together with the BCSA Certificate of the Merger Documents under the applicable Law of the Cayman Islands Incorporation and the registration by completing and making all filings required to be made with the Cayman Islands Registrar of Companies of to effect the plan of merger in respect of the Merger, (iv) the approvals Domestication and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Company Material Adverse Effect. (b) Neither None of the execution, execution or delivery or performance by CCTS the Company of this Agreement nor the or any Ancillary Documents to which CCTS it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by CCTS of the 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 Company’s Governing Documents of CCTSDocuments, (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 CCTS is a partyor (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 CCTS any 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 CCTSany Group Company, except, except in the case of any of the foregoing clauses (iii) through (iv) above), as would not have or be reasonably be expected to have a CCTS Company 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 CCTS the Company with respect to CCTSthe 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, except for (i) compliance with and filings under any Antitrust Lawsthe Investment Canada Act Approval, (ii) any filings required the filing with Nasdaq or the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with respect to this Agreement, the Ancillary Documents or Transactions, (iii) the filing of the Merger Documents under the applicable Law of the Cayman Islands and the registration any documents required by the Cayman Islands Registrar Final Order, the Interim Order and filings required pursuant to the Plan of Companies of the plan of merger in respect of the Merger, Arrangement or (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Company Material Adverse Effect. (b) Neither None of the execution, execution or delivery or performance by CCTS the Company of this Agreement nor the or any Ancillary Documents to which CCTS it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by CCTS of the 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 CCTSDocuments, (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 CCTS 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 CCTS any 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 CCTSany Group Company, except, in the case of any of clauses (iii) through (iv) above, as would not have a CCTS Company 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 CCTS the Company with respect to CCTSthe 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 Transactionstransactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under any Antitrust Lawsthe HSR Act, (ii) any filings the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with Nasdaq this Agreement, the Ancillary Documents or the SEC with respect to the Transactionstransactions contemplated hereby or thereby, (iii) filing of the Certificate of Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, or (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Company Material Adverse Effect. (b) Neither the execution, delivery or performance by CCTS the Company of this Agreement nor the Ancillary Documents to which CCTS the Company is or will be a party nor the consummation by CCTS of the Transactions 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 CCTSDocuments, (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 CCTS any Group Company is a partyparty or (B) any Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS any 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 CCTSany Group Company, except, in the case of any of clauses (iii) through (iv) above, as would not have a CCTS Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration declaration, registration or filing with, any Governmental Entity is required on the part of CCTS an Acquisition Entity with respect to CCTSsuch Acquisition Entity’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, except for (i) compliance the filing with the SEC of (A) the Registration Statement / Proxy Statement and filings the declaration of the effectiveness thereof by the SEC and (B) such reports under any Antitrust LawsSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions; (ii) any filings required the filing with Nasdaq or the SEC Alberta Securities Commission of the Form 45-106 - Report of Exempt Distribution in connection with respect to the Transactions, Transaction Financing; and (iii) filing of the Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have reasonably be expected to have, individually or in the aggregate, a CCTS Material Adverse Effect. (b) Neither material adverse effect on the execution, delivery or performance by CCTS ability of any Acquisition Entity to enter into and perform under this Agreement nor or the Ancillary Documents to which CCTS it is or will be a party nor and to consummate the Transactions. (b) None of the execution or delivery by an Acquisition Entity of this Agreement or any Ancillary Document to which it is or will be a party, the performance by an Acquisition Entity of its obligations hereunder or thereunder or the consummation by CCTS an Acquisition Entity of the 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 Governing Documents of CCTSan Acquisition Entity, (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 CCTS an Acquisition Entity is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS any such Acquisition Entity 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 CCTSan Acquisition Entity, except, except in the case of any of clauses (iii) through (iv) above), as would not have reasonably be expected to have, individually or in the aggregate, a CCTS Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform under this Agreement or the Ancillary Documents to which it is or will be a party and to consummate the Transactions.

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 CCTS Parent, ListCo or Merger Sub with respect to CCTSParent’s, ListCo’s and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transaction Documents to which it is or will be party or the consummation of the Transactions, except for (i) compliance with and filings under any Antitrust Lawsthe HSR Act, (ii) any filings required the filing with Nasdaq or the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with respect to this Agreement, the other Transaction Documents or the Transactions, (iii) filing such filings with and approvals of the Merger Documents under Stock Exchange to permit ListCo Class A ADSs and ListCo Class C-1 ADSs or ListCo AD Warrants, as applicable, to be issued in accordance with this Agreement to be listed on the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the MergerStock Exchange, (iv) the approvals and consents to be obtained by filing of the Certificate of Merger Sub pursuant to Section 5.10, with the Secretary of State of Delaware in accordance with the DGCL or (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Material Adverse Effectreasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions. (b) Neither the execution, delivery or performance by CCTS Parent, ListCo or Merger Sub of this Agreement nor the Ancillary other Transaction Documents to which CCTS Parent, ListCo or Merger Sub is or will be a party nor the consummation by CCTS of the Transactions willshall, 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 any of Parent’s, ListCo’s or Merger Sub’s Governing Documents of CCTSDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of of, any Contract to which CCTS Parent, ListCo or Merger Sub is a party, (iii) assuming compliance with the matters referred to in Section 4.03(a), violate, or constitute a breach under, any Governmental Order or applicable Law to which CCTS Parent, ListCo or Merger Sub 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 of Parent, ListCo or Merger Sub (other than any Permitted Liens) of CCTS), except, in the case of any of clauses (iii) through (iv) above, as would not have reasonably be expected to be, individually or in the aggregate, material to Parent, ListCo or Merger Sub, taken as a CCTS Material Adverse Effectwhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration declaration, registration or filing with, any Governmental Entity is required on the part of CCTS an Acquisition Entity with respect to CCTSsuch Acquisition Entity’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, except for (i) compliance the filing with the SEC of (A) the Registration Statement / Proxy Statement and filings the declaration of the effectiveness thereof by the SEC and (B) such reports under any Antitrust LawsSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions; (ii) any filings required the filing with Nasdaq or the SEC Alberta Securities Commission of the Form 45-106 – Report of Exempt Distribution in connection with respect to the Transactions, Transaction Financing; and (iii) filing of the Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have reasonably be expected to have, individually or in the aggregate, a CCTS Material Adverse Effect. (b) Neither material adverse effect on the execution, delivery or performance by CCTS ability of any Acquisition Entity to enter into and perform under this Agreement nor or the Ancillary Documents to which CCTS it is or will be a party nor and to consummate the Transactions. (b) None of the execution or delivery by an Acquisition Entity of this Agreement or any Ancillary Document to which it is or will be a party, the performance by an Acquisition Entity of its obligations hereunder or thereunder or the consummation by CCTS an Acquisition Entity of the 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 Governing Documents of CCTSan Acquisition Entity, (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 CCTS an Acquisition Entity is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS any such Acquisition Entity 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 CCTSan Acquisition Entity, except, except in the case of any of clauses (iii) through (iv) above), as would not have reasonably be expected to have, individually or in the aggregate, a CCTS Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform under this Agreement or the Ancillary Documents to which it is or will be a party and to consummate the Transactions.

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 CCTS SPAC with respect to CCTSSPAC’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, except for (i) compliance the filing with the SEC of (A) the Registration Statement / Proxy Statement and filings the declaration of the effectiveness thereof by the SEC, and (B) such reports under any Antitrust LawsSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions; (ii) any filings required with Nasdaq the SPAC Stockholder Approval; or the SEC with respect to the Transactions, (iii) filing of the Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Material Adverse Effectbe material to SPAC and its applicable Affiliates, or prevent, materially impair or materially delay the SPAC and its applicable Affiliates from consummating the Transactions. (b) Neither None of the execution, execution or delivery or performance by CCTS SPAC of this Agreement nor the or any Ancillary Documents to which CCTS it is or will be a party nor party, the performance by SPAC of its obligations hereunder or thereunder or the consummation by CCTS SPAC of the 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 Governing Documents of CCTSSPAC, (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 CCTS SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS SPAC 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 CCTSSPAC, except, except in the case of any of clauses (iii) through (iv) above, as would not have a CCTS Material Adverse Effectbe material to SPAC, or prevent, materially impair or materially delay SPAC from consummating 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 CCTS the Issuer with respect to CCTSthe 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 Transactionstransactions contemplated by this Agreement, except for (i) compliance the filing with and filings the SEC of such reports under any Antitrust LawsSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby, (ii) any such filings required with and approvals of Nasdaq or to permit the SEC Shares to be issued in connection with respect the transactions contemplated by this Agreement to the Transactionsbe listed on Nasdaq, (iii) the filing of the Merger Documents under the applicable Law Issuer A&R Certificate of the Cayman Islands Incorporation with and the registration acceptance thereof by the Cayman Islands Registrar Delaware Secretary of Companies of the plan of merger in respect of the MergerState, (iv) the approvals Issuer Stockholder Approval and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Nasdaq Approval or (viv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS an Issuer Material Adverse Effect.. ​ (b) Neither None of the execution, delivery or performance by CCTS the Issuer of this Agreement nor the Ancillary Documents to which CCTS is Agreement, or will be a party nor the consummation by CCTS the Issuer of the Transactions transactions contemplated 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 CCTSthe Issuer, (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 CCTS the Issuer is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS 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 CCTSthe Issuer, except, except in the case of clauses (iii) through (iv) above, as would not have a CCTS 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 CCTS the Company with respect to CCTSthe 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, except for (i) compliance with applicable requirements of the HSR Act (including the expiration of the required waiting period thereunder) and filings under any other applicable Antitrust LawsLaw, (ii) any filings required the filing with Nasdaq or the SEC of the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (iii) the appropriate filings and approvals under the rules of an Approved Stock Exchange, (iv) the filing of the Certificate of Merger, (v) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Transactions, (iii) filing Domestication together with the SPAC Certificate of the Merger Documents under the applicable Law of the Cayman Islands Incorporation and the registration by completing and making all filings required to be made with the Cayman Islands Registrar of Companies of to effect the plan of merger in respect of the Merger, (iv) the approvals Domestication and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Company Material Adverse Effect. (b) Neither None of the execution, execution or delivery or performance by CCTS the Company of this Agreement nor the or any Ancillary Documents to which CCTS it is or will be a party nor party, the performance by the Company of its obligations hereunder or thereunder or the consummation by CCTS of the 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 Company’s Governing Documents of CCTSDocuments, (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 CCTS is a partyor (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 CCTS any 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 CCTSany Group Company, except, except in the case of any of the foregoing clauses (iii) through (iv) above), as would not have or be reasonably be expected to have a CCTS Company 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 CCTS the Company with respect to CCTSthe 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 Transactionstransactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under any Antitrust Lawsthe HSR Act, (ii) any filings the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with Nasdaq this Agreement, the Ancillary Documents or the SEC with respect to the Transactionstransactions contemplated hereby or thereby, (iii) filing of the Merger Documents under the applicable Law Certificate of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, (iv) the approvals and consents to be obtained by Merger Sub the Company and Parent pursuant to Section 5.104.13, (v) compliance with the Required CCTS Shareholder Approval listing requirements of the Designated Exchange and such filings with and approvals of the Designated Exchange to permit the Pathfinder Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on the Designated Exchange or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Company Material Adverse Effect. (b) Neither Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, neither the execution, delivery or performance by CCTS the Company of this Agreement nor the Ancillary Documents to which CCTS the Company is or will be a party nor the consummation by CCTS of the Transactions 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, Parent’s or Parent GP’s Governing Documents of CCTSDocuments, (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 CCTS any Group Company, Parent or Parent GP is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS any 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 CCTSParent or any Group Company, except, in the case of any of clauses (iii) through (iv) above, as would not have a CCTS Company 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 CCTS the Company with respect to CCTSthe 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 Transactionstransactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under any Antitrust Lawsthe HSR Act, (ii) any filings the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with Nasdaq this Agreement, the Ancillary Documents or the SEC with respect to the Transactionstransactions contemplated hereby or thereby, (iii) filing of the Certificates of Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger in respect of the Merger, or (iv) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.10, (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Company Material Adverse Effect. (b) Neither the execution, delivery or performance by CCTS the Company of this Agreement nor the Ancillary Documents to which CCTS the Company is or will be a party nor the consummation by CCTS of the Transactions 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 CCTSDocuments, (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 CCTS 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 CCTS any 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 CCTSany Group Company, except, in the case of any of clauses (iii) through (iv) above, as would not have a CCTS Company 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 CCTS any member of the Blade Group with respect to CCTS’s the execution, delivery or performance by any of PubCo, IndiaCo, Blade India or Merger Sub of its obligations under this Agreement or the Ancillary other Transaction Documents to which it is or will be party or the consummation of the TransactionsTransactions and the Hunch Reorganization, except for (i) compliance with and filings under the HSR Act or under any applicable antitrust or other competition Laws of any non U.S. jurisdictions (collectively, “Foreign Antitrust Laws”), (ii) any filings the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with Nasdaq this Agreement, the other Transaction Documents or the SEC with respect to Transactions and the TransactionsHunch Reorganization, (iii) filing such filings with and approvals of the Merger Documents under the applicable Law of the Cayman Islands and the registration by the Cayman Islands Registrar of Companies of the plan of merger Stock Exchange to permit PubCo Class A Ordinary Shares and, if applicable, PubCo Warrants to be issued in respect of the Mergeraccordance with this Agreement to be listed on such Stock Exchange, (iv) the approvals filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and consents to be obtained by Merger Sub pursuant to Section 5.10, the DLLCA or (v) the Required CCTS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a CCTS Material Adverse Effectreasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions and the Hunch Reorganization. (b) Neither the execution, execution nor delivery or performance by CCTS of this Agreement nor the Ancillary Documents or any other Transaction Document to which CCTS PubCo, IndiaCo, Blade India or Merger Sub is or will be a party nor party, the performance by PubCo, IndiaCo, Blade India or Merger Sub of its obligations hereunder or thereunder or the consummation by CCTS of the Transactions willand the Hunch Reorganization shall, 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 CCTSany member of the Blade Group, (ii) assuming compliance with the matters referred to in Section 4.03(a), result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (x) any Material Contract to which CCTS any member of the Blade Group is a party; (y) any Material Permits set forth on Section 3.15 of the Blade Group Disclosure Schedules (or required to be set forth on Section 3.15 of the Blade Group Disclosure Schedules); or (z) any material Leases that any member of the Blade Group is a party or by which any of them or any of their respective assets or properties may be bound or affected, (iii) violate, or constitute a breach under, any Order or applicable Law to which CCTS or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties, equity interests or assets or properties of the Blade Group (other than any Permitted LiensLien) or (iv) violate, or constitute a breach under, any Data Privacy Requirement or any Governmental Order or applicable Law to which any member of CCTSthe Blade Group and any of their respective properties or assets are subject or bound, except, except in the case of any of clauses (iii) through and (iviii) above, as would not have a CCTS Material Adverse Effectreasonably be expected to (A) be, individually or in the aggregate, material to the Blade Group, or (B) prevent, materially delay or materially impair the consummation of the Transactions. (c) To the knowledge of the Blade Group, the members of the Blade Group and the Principal Shareholders (to the extent of their direct or indirect shareholding in the Blade Group) are in compliance with the requirements of Press Note 3.