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 an AHAC Party with respect to such AHAC 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 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) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iv) filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC Material Adverse Effect. (b) Neither the execution, delivery or performance by an AHAC Party of this Agreement nor the Ancillary Documents to which an AHAC Party is or will be a party nor the consummation 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 an AHAC 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 an AHAC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC 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 an AHAC Party, except, in the case of any of clauses (ii) through (iv) above, as would not have an AHAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No To the knowledge of the Company, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an AHAC Party the Company with respect to such AHAC 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 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) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iv) filing of the Certificate of MergerMerger (iv) US Small Business Administration Approval of a change of control relative to the SBA Loan listed on Section 3.2(c) of the Company Disclosure Schedules, or (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a Company Material Adverse Effect. (b) Neither Except as set forth on Section 3.5(b) of the Company Disclosure Schedules, neither the execution, delivery or performance by an AHAC Party the Company of this Agreement nor the Ancillary Documents to which an AHAC Party the Company is or will be a party nor the consummation 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 an AHAC 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 an AHAC Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC 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 an AHAC Partythe Company, except, in the case of any of clauses (ii) through (iv) above, as would not have an AHAC Material Adverse Effectbe material to the Company.

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 an AHAC a DHHC Party with respect to such AHAC DHHC 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 hereby by this Agreement 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) 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 DHHC Class A Common Stock Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iviii) filing of the Certificate of Merger, (iv) the filing of the DHHC A&R Certificate of Incorporation with and acceptance thereof by the Delaware Secretary of State, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.96.8, (vi) the AHAC DHHC Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a DHHC Material Adverse Effect. (b) Neither the execution, delivery or performance by an AHAC a DHHC Party of this Agreement nor the Ancillary Documents to which an AHAC a DHHC Party is or will be a party nor the consummation by a DHHC 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 an AHAC a DHHC 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 DHHC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such DHHC 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 DHHC Party, except in the case of clauses (ii) through (iv) above, as would not have a DHHC Material Adverse Effect. The performance by DHHC of its obligations under Section 6.6 will not, directly or indirectly, 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 other Contract to which an AHAC a DHHC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC 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 an AHAC Party, except, in the case of any of clauses (ii) through (iv) above, as would not have an AHAC 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 an AHAC Carmell Party with respect to such AHAC Carmell 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 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) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A the Carmell Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iv) filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC Carmell Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a Carmell Material Adverse Effect. (b) Neither the execution, delivery or performance by an AHAC a Carmell Party of this Agreement nor the Ancillary Documents to which an AHAC a Carmell Party is or will be a party nor the consummation 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 an AHAC a Carmell 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 an AHAC Carmell Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC Carmell 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 an AHAC Carmell Party, except, in the case of any of clauses (ii) through (iv) above, as would not have an AHAC a Carmell 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 an AHAC Party Armada with respect to such AHAC PartyArmada’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary 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 / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of Nasdaq NASDAQ to permit Class A Common Stock the Company Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNASDAQ, (iii) such filings and approvals required in connection with the Pre-Closing Reorganization, (iv) filing of the Certificate of MergerArmada Shareholder Approval, (v) the approvals Consents set forth on Section 4.4 of the Armada Disclosure Schedules, and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC Armada Material Adverse Effect. (b) Neither None of the execution, execution or delivery or performance by an AHAC Party Armada of this Agreement nor the or any Ancillary Documents Document to which an AHAC Party it is or will be a party nor party, the performance by Armada of its obligations hereunder or thereunder or the consummation by Armada 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 an AHAC PartyArmada, (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 Armada Material Contract to which an AHAC Party Armada is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC Party Armada or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an AHAC PartyArmada, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC Armada 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 an AHAC a CHP Party with respect to such AHAC CHP 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 hereby by this Agreement 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 herebyAct, (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 15(d) 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A the CHP Common Stock to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iv) filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC CHP Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a CHP Material Adverse Effect. (b) Neither the execution, delivery or performance by an AHAC a CHP Party of this Agreement nor the Ancillary Documents to which an AHAC a CHP Party is or will be a party nor the consummation by a CHP 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 an AHAC a CHP 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 an AHAC a CHP Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC CHP 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 an AHAC a CHP Party, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC a CHP 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 an AHAC any SPAC Party with respect to such AHAC SPAC 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 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 herebyhereby and thereby, (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) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class Series A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iv) filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC SPAC Stockholder Approval Approval, or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a SPAC Material Adverse Effect. (b) Neither Subject to Section 4.3(a), neither the execution, delivery or performance by an AHAC any SPAC Party of this Agreement nor the Ancillary Documents to which an AHAC any SPAC Party is or will be a party party, nor the consummation 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 an AHAC any SPAC 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 an AHAC any SPAC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC SPAC 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 an AHAC any SPAC Party, except, in the case of any of clauses (ii) through (iv) above, as would not have an AHAC Material Adverse Effectbe material to the SPAC Parties taken as a whole.

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 an AHAC Party the Group Companies with respect to such AHAC Party’s their execution, delivery or performance of its their respective obligations under this Agreement or the Ancillary Documents to which it is they are or will be party or the consummation of the transactions contemplated hereby or by the Ancillary DocumentsTransactions, except for (i) compliance with and filings under the HSR Act 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 herebyAct, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iii) the filing of (A) the Certificate of Conversion, (B) the SPAC Merger Certificate of Merger and (C) the LLC Certificate of Merger, (iv) such filings with and approvals of Nasdaq to permit Class A the Company Common Stock Shares to be issued in accordance connection with this Agreement the Transactions to be listed on Nasdaq, (iv) filing of the Certificate of Merger, or (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a Company Material Adverse Effect. (b) Neither the execution, execution or delivery or performance by an AHAC Party the Group Companies of this Agreement nor the any Ancillary Documents to which an AHAC Party it is or will be a party party, the performance by the Group Companies of its obligations hereunder or thereunder nor the consummation 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 any Group Company’s Governing Documents of an AHAC 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 (with or without notice) under, any of the terms, conditions or provisions of (A) any Material Contract to which an AHAC Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC 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 an AHAC Partyany Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an AHAC a 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 an AHAC a CHFW Party with respect to such AHAC CHFW 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 hereby or by the Ancillary DocumentsTransactions, 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) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iiiii) such filings with and approvals of Nasdaq to permit Class A Common Stock the CHFW Shares to be issued in accordance connection with this Agreement the Transactions to be listed on Nasdaq, (iii) such filings and approvals required in connection with the Domestication, (iv) filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC Stockholder CHFW Shareholder Approval or (vii) any other where the failure to obtain such consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC Material Adverse Effectindividually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent the CHFW Parties from performing its material obligations under the Agreement. (b) Neither the execution, delivery or performance by an AHAC a CHFW Party of this Agreement nor the Ancillary Documents to which an AHAC a CHFW Party is or will be a party nor the consummation by a CHFW 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 an AHAC a CHFW 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 an AHAC a CHFW Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC CHFW 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 an AHAC a CHFW Party, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC a CHFW 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 an AHAC any DYNS Party with respect to such AHAC DYNS 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 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 herebyhereby and thereby, (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) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iv) filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC DYNS Stockholder Approval Approval, or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a DYNS Material Adverse Effect. (b) Neither the execution, delivery or performance by an AHAC any DYNS Party of this Agreement nor the Ancillary Documents to which an AHAC any DYNS Party is or will be a party party, nor the consummation 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 an AHAC any DYNS 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 an AHAC any DYNS Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC DYNS 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 an AHAC any DYNS Party, except, in the case of any of clauses (ii) through (iv) above, as would not have an AHAC a DYNS 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 an AHAC ARYA Party with respect to such AHAC ARYA 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 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 herebyAct, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A Common Stock the ARYA Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iv) such filings required in connection with the Domestication, (v) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, or (vi) the AHAC Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC ARYA Material Adverse Effect. ARYA is its own ultimate parent entity (as such term is defined in the HSR Act). (b) Neither None of the execution, execution or delivery or performance by an AHAC ARYA Party of this Agreement nor the or any Ancillary Documents Document to which an AHAC Party it is or will be a party nor party, the performance by an ARYA Party of its obligations hereunder or thereunder or the consummation by an ARYA 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 an AHAC ARYA 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 an AHAC ARYA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC ARYA 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) or Equity Securities of an AHAC ARYA Party, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC ARYA 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 an AHAC a BHAC Party with respect to such AHAC Party’s its execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement 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 herebyAct, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq the Applicable Exchange to permit the NewCo Class A Common Stock Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe Applicable Exchange, (iv) the filing of the NewCo Certificate of Merger, (v) the consents and approvals and consents to be obtained by NewCo, Merger Sub 1 and Merger Sub 2 pursuant to Section 5.95.8, (vi) the AHAC Stockholder BHAC Shareholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a BHAC Material Adverse Effect. (b) Neither the execution, delivery or performance by an AHAC a BHAC Party of this Agreement nor the Ancillary Documents to which an AHAC such BHAC Party is or will be a party nor the consummation by such BHAC 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 an AHAC a BHAC 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 an AHAC a BHAC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC a BHAC 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 an AHAC a BHAC Party, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC a BHAC 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 an AHAC a Capstar Party with respect to such AHAC Capstar 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 hereby by this Agreement 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 herebyAct, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq NYSE to permit Class A Common Stock the Capstar Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iv) filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.95.10, (vi) the AHAC Capstar Stockholder Approval, (vii) the Sponsor Approval or (viiviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a Capstar Material Adverse Effect. (b) Neither the execution, delivery or performance by an AHAC a Capstar Party of this Agreement nor the Ancillary Documents to which an AHAC a Capstar Party is or will be a party nor the consummation by a Capstar 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 an AHAC a Capstar 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 an AHAC a Capstar Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC Capstar 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 an AHAC a Capstar Party, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC a Capstar 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 an AHAC a AMHC Party with respect to such AHAC AMHC 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 hereby by this Agreement 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 herebyAct, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A Common Stock the AMHC Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iv) filing of the Certificate of Merger, (v) filing of the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9AMHC New Certificate of Incorporation with the Delaware Secretary of State, (vi) the AHAC AMHC Stockholder Approval or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a AMHC Material Adverse Effect. (b) Neither the execution, delivery or performance by an AHAC a AMHC Party of this Agreement nor the Ancillary Documents to which an AHAC a AMHC Party is or will be a party nor the consummation by a AMHC 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 an AHAC a AMHC Party, (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 any Contract to which an AHAC a AMHC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC AMHC 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 an AHAC a AMHC Party, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC a AMHC 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 an AHAC Party MAAC with respect to such AHAC PartyMAAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary 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 herebyForeign and Domestic Approval Laws, if applicable, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A the Company Post-Closing Common Stock Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNasdaq or in order to deregister the MAAC Shares following the Closing, (iv) the filing of (A) the Certificate of Merger and (B) any filings required under the Companies Act in connection with the Company Pre-Closing Steps and the Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9MAAC Shareholder Approval, (vi) the AHAC Stockholder Approval MAAC Sponsor Consent or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC a MAAC Material Adverse Effect. (b) Neither None of the execution, execution or delivery or performance by an AHAC Party MAAC of this Agreement nor the or any Ancillary Documents Document to which an AHAC Party it is or will be a party nor party, the performance by MAAC of its obligations hereunder or thereunder or the consummation by MAAC 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 an AHAC PartyMAAC, (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 material Contract to which an AHAC Party MAAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC Party MAAC 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 an AHAC PartyMAAC, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC a MAAC 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 an AHAC ENVI Party with respect to such AHAC ENVI 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 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 herebyAntitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit Class A Common Stock the ENVI Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iv) the filing of the Certificate of Merger, or (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the AHAC Stockholder Approval or (vii) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an AHAC ENVI Material Adverse Effect. (b) Neither None of the execution, execution or delivery or performance by an AHAC ENVI Party of this Agreement nor the or any Ancillary Documents Document to which an AHAC Party it is or will be a party nor party, the performance by an ENVI Party of its obligations hereunder or thereunder or the consummation by an ENVI 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 an AHAC ENVI 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 an AHAC ENVI Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such AHAC ENVI 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) or Equity Securities of an AHAC ENVI Party, except, except in the case of any of clauses (ii) through (iv) above, as would not have an AHAC ENVI Material Adverse Effect.