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

Consents and Requisite Governmental Approvals; No Violations. (a) No Consent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of SPAC with respect to SPAC’s execution or delivery of, 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, (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, or the Transactions, (iii) filing of the Certificate of Merger, (iv) filings pursuant to any applicable Antitrust Laws or (v) the SPAC Stockholder Approval.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of SPAC either Company Party with respect to SPACthe applicable Company Party’s execution or execution, delivery of, or performance of its obligations under, under this Agreement or the Ancillary Documents to which it the applicable 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, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, Documents or the Transactions, (iii) filing of the Certificate of Merger, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval and the Company Preferred Shareholder Approval, (vi) filings pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (vviii) as otherwise set forth in Section 3.5(a) of the SPAC Stockholder ApprovalCompany Disclosure Schedules.

Consents and Requisite Governmental Approvals; No Violations. (a) No Consent, Permitconsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of SPAC Pathfinder with respect to SPACPathfinder’s execution or execution, delivery of, or performance of its obligations under, 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, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactionstransactions contemplated hereby or thereby, (ii) compliance such filings with and filings or notifications required approvals of the Designated Exchange to permit the Company Post-Closing Common Shares to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required issued in connection with the transactions contemplated by this Agreement, Agreement and the other Ancillary Documents, Documents to be listed on the Designated Exchange or in order to deregister the TransactionsPathfinder Class A Shares and Pathfinder Warrants following the First Merger Effective Time, (iii) filing of any filings required under the Certificate of MergerCayman Act in connection with the Pre-Closing Reorganization, (iv) filings pursuant to any applicable Antitrust Laws or the filing of the Merger Filings, (v) the SPAC Stockholder ApprovalPathfinder Sponsor Consent and, following the First Merger Effective Time, the written consent of the Company as the sole shareholder of Pathfinder following the Merger, (vi) the Pathfinder Shareholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Pathfinder Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of SPAC either Company Party with respect to SPACthe applicable Company Party’s execution or execution, delivery of, or performance of its obligations under, under this Agreement or the Ancillary Documents to which it the applicable 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, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, Documents or the Transactions, (iii) filing of the Certificate Plan of MergerMerger and related documentation as required under the Companies Act, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval, the Company Preferred Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination, (vi) filings or approvals pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the SPAC Stockholder Approvalabsence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No Consent, Permitconsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of SPAC a Pathfinder Party with respect to SPACsuch Pathfinder Party’s execution or execution, delivery of, or performance of its obligations under, 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 such 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, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings transactions contemplated hereby or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, or the Transactionsthereby, (iii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq 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 Nasdaq, (iv) any filings required under the Cayman Act or the DGCL in connection with the Domestication, (v) the filing of the Certificate of Merger, (ivvi) filings the Pathfinder Sponsor Consent, (vii) the approvals and consents to be obtained by Motion Merger Sub pursuant to Section 4.9, (viii) the Pathfinder Shareholder Approval, (ix) the filing of a Schedule 14D-9 or any applicable Antitrust Laws amendments thereto and such other documents as may be required or advisable with the Tender Offer to be launched by Xxxxxxxxx Partners in connection with the FP Financing, or (vx) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the SPAC Stockholder Approvalabsence of which would not have a Pathfinder Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Consent, Permitconsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of SPAC a Pathfinder Party with respect to SPACsuch Pathfinder Party’s execution or execution, delivery of, or performance of its obligations under, 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, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings transactions contemplated hereby or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, or the Transactionsthereby, (iii) compliance with the 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, (iv) any filings required under the Cayman Act in connection with the Domestication, (v) the filing of the Certificate of Merger, (ivvi) filings the Pathfinder Sponsor Consent, (vii) the approvals and consents to be obtained by Serve Merger Sub pursuant to any applicable Antitrust Laws Section 4.9, (viii) the Pathfinder Shareholder Approval or (vix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the SPAC Stockholder Approvalabsence of which would not have a Pathfinder Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of SPAC the Company with respect to SPACthe Company’s execution or execution, delivery of, or performance of its obligations under, 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 the HSR Act and any other applicable 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, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iiiii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, Documents or the Transactions, (iiiiv) filing of the Certificate of Merger, (iv) filings pursuant to any applicable Antitrust Laws or (v) the SPAC Company Stockholder Approval and the Company Preferred Stockholder Approval, and (vi) approval by the FLOIR of the Florida Change of Control filing, (vii) filing of the TDI Filing and (viii) any other Consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of SPAC either Company Party with respect to SPACthe applicable Company Party’s execution or execution, delivery of, or performance of its obligations under, under this Agreement or the Ancillary Documents to which it the applicable 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 TABLE OF CONTENTS​​ Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, Documents or the Transactions, (iii) filing of the Certificate Plan of MergerMerger and related documentation as required under the Companies Act, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval, the Company Preferred Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination, (vi) filings or approvals pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the SPAC Stockholder Approvalabsence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of SPAC either Company Party with respect to SPACthe applicable Company Party’s execution or execution, delivery of, or performance of its obligations under, under this Agreement or the Ancillary Documents to which it the applicable 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, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, Documents or the Transactions, (iii) filing of the Certificate of Merger, (iv) applicable requirements of and filings pursuant to under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any applicable Antitrust Laws or other similar Laws, (v) the SPAC Stockholder Company Shareholder Approval and the Company Preferred Shareholder Approval, (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company 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 Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of SPAC the Company with respect to SPACthe Company’s execution or execution, delivery of, or performance of its obligations under, 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 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, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, Documents or the Transactions, (iii) filing receipt of the Certificate of MergerIsraeli Securities Law Approvals, (iv) applicable requirements of and filings pursuant to under the Israeli Securities Law or any applicable Antitrust Laws or other similar Laws, (v) compliance and filings with the SPAC Stockholder TASE, the ISA, the ITA, and the Companies Registrar, (vi) the Company Equityholder Approval, which shall have been secured on or prior to the Equity Exchange Effective Time, and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be excepted to have a Company Material Adverse Effect. With respect to Sections 3.5(a)(iv), (v) and (vi), the nature of such approvals, and potentially additional requirements that will be dictated by the Israeli Governmental Entities or the Israeli courts in order to obtain the Section 350 Approval, will be identified only in the course of the Section 350 Proceeding.

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, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of SPAC either Company Party with respect to SPACthe applicable Company Party’s execution or execution, delivery of, or performance of its obligations under, under this Agreement or the Ancillary Documents to which it the applicable Company Party is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documentsagreement, except for (i) compliance with and filings and Consents under the HSR Act, if any, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iiiii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, Documents or the Transactions, (iiiiv) filing of the Certificate of Merger, (iv) filings pursuant to any applicable Antitrust Laws or (v) applicable requirements of and filings under the SPAC Stockholder ISL or any other similar Laws, (vi) compliance and filings with the TASE, the ISA, the Israeli Tax Authority, and the Israel Companies Registrar, (vii) the Company Shareholder Approval, which shall have been secured on or prior to the Effective Time, and (viii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be excepted to have a Company Material Adverse Effect.