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 ACT with respect to ACT’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 thereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit the Post-Closing ACT Shares to be issued in 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, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act). (b) None of the execution or delivery by ACT of this Agreement or any Ancillary Document to which it is or will be a party, the performance by ACT of its obligations hereunder or thereunder or the consummation by ACT 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 a violation or breach of any provision of the Governing Documents of ACT, (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 ACT is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which ACT 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 ACT, except in the case of any of clauses (ii) through (iv) above, as would not have an ACT Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of ACT the Company or any of its Subsidiaries with respect to ACTthe Company’s and Pubco’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company or Pubco is or will be party or the consummation of the transactions contemplated hereby or thereby, 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 Resale Registration Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a) or 15(d) 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 the Post-Closing ACT Shares Pubco Common Stock and/or Assumed Warrants, if and as applicable, to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iv) such filings required in connection with filing of the DomesticationCertificates of Merger, or (v) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act). (b) None Subject to the receipt of the execution approvals set forth in Section 3.6(a), neither the execution, delivery or delivery performance by ACT the Company or Pubco of this Agreement or any nor the Ancillary Document Documents to which it the Company or Pubco is or will be a party, the performance by ACT of its obligations hereunder or thereunder or nor the consummation by ACT of the transactions contemplated hereby or thereby do or will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Company’s or any of its Subsidiaries’ Governing Documents of ACTDocuments, (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 ACT is a partyMaterial Contract, (B) any Material Permits or (C) any Real Property Leases, (iii) violate, or constitute a breach under, any Order or applicable Law to which ACT the Company or any of its Subsidiaries or any of their respective properties or assets are subject or 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 ACTthe Company or any of its Subsidiaries, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ACT Material Adverse Effectreasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, or as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company and Pubco to consummate the Mergers.

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 ACT Merger Sub with respect to ACTMerger 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 transactions contemplated hereby or therebyby the Transaction Documents, except for (i) any compliance with and filings under the HSR ActAct or under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (iii) such filings with and approvals of Nasdaq the Stock Exchange to permit the Post-Closing ACT New Plum Common Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe Stock Exchange, (iv) such filings required in connection with filing of the DomesticationCertificate of Merger under the applicable law of Delaware, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 8.05, or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined reasonably be expected to be, individually or in the HSR Act)aggregate, material to the Company and its Subsidiaries, taken as a whole. (b) None of Neither the execution execution, delivery or delivery performance by ACT Merger Sub of this Agreement or any Ancillary Document nor the Transaction Documents to which it is or will be a party, the performance by ACT of its obligations hereunder or thereunder or party nor the consummation by ACT of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the Merger Sub’s Governing Documents of ACTDocuments, (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 ACT Merger Sub is a party, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which ACT 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 (other than any Permitted Liens) or Equity Securities of an ACT), except except, in the case of any of clauses (ii) through (iv) above, as would not have an ACT Material Adverse Effectreasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth on Section 5.3(a) of the Acquiror Disclosure Schedules, approval no Consent of or authorization of, or designation, declaration or filing with, with any Governmental Entity is required on the part of ACT an Acquiror Party with respect to ACTsuch Acquiror Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) compliance with and filings applicable requirements under the HSR ActAntitrust Laws, (ii) the filing of the Certificate of Merger in accordance with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) 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 therebyDLLCA, (iii) such filings with and approvals of Nasdaq NYSE to permit the Post-Closing ACT Shares Acquiror Common Stock to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, or (iv) such filings required in connection with the Domestication, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, Consents the absence of which would not, individually or in the aggregate, be material to the Acquiror Parties, taken as a whole, or would not have an ACT Material Adverse Acquiror Impairment Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act). (b) None of the execution execution, delivery or delivery performance by ACT an Acquiror Party of this Agreement or any the Ancillary Document Documents to which it an Acquiror Party is or will be a party, the performance by ACT of its obligations hereunder or thereunder party or the consummation by ACT of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) Transactions will (i) contravene or conflict with any provision of such Acquiror Party’s Governing Documents, (ii) violate, conflict with, result in a violation or breach of any provision of or the Governing Documents loss of ACTany benefit under, constitute a default (iior an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a violation the termination or breach acceleration of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation revocation, acceleration or amendment under, accelerate the performance required by, or result in the acceleration underor trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any material Contract to which ACT any Acquiror Party is a partyparty or by which any of their respective assets or properties may be bound or affected or any Permit held by any Acquiror Party, (iii) violate, or constitute a breach under, any Order or applicable Law to which ACT any such Acquiror 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 ACTAcquiror Party, except except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, be material to the Acquiror Parties, taken as a whole, or would not have an ACT Material Adverse Acquiror Impairment Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of ACT any BCSA Party with respect to ACTsuch BCSA 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 therebyTransactions, except for for: (i) compliance with and filings under applicable requirements of the HSR Act, Act (including the expiration of the required waiting period thereunder) and any other applicable Antitrust Law, (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 thereby, Transactions, (iii) such filings with and approvals of Nasdaq Approved Stock Exchange to permit the Post-Closing ACT BCSA Shares to be issued in connection with the transactions contemplated by this Agreement Transactions and the other Ancillary Documents to be listed on Nasdaq, such Approved Stock Exchange, (iv) such filings required in connection with the Domestication, or , (v) the filing of the Certificate of Merger, or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT a BCSA Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act). (b) None of the execution or delivery by ACT any BCSA Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by ACT any BCSA Party of its obligations hereunder or thereunder or the consummation by ACT any BCSA Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) ) (i) result in a violation or breach of any provision of the Governing Documents of ACT, any BCSA 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 ACT a BCSA Party is a party, , (iii) violate, or constitute a breach or default under, any Order Order, Law, or applicable Law other restriction of any Governmental Entity to which ACT any such BCSA Party or any of its properties or assets are subject or bound or 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 ACTany BCSA Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ACT a BCSA 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 ACT a SPAC Party with respect to ACTsuch 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 therebyTransactions, except for (i) compliance with and filings under the HSR Act, Investment Canada Act Approval; (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) such filings with and approvals of Nasdaq NYSE to permit the Post-Closing ACT NewCo Common Shares to be issued in connection with the transactions contemplated by this Agreement and Transactions (including the other Ancillary Documents NewCo Common Shares issuable pursuant to the exchange or exercise of the Exchangeable Shares) to be listed on NasdaqNYSE, (iv) such filings required in connection with the Domestication, SPAC Stockholder Approval or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT a SPAC Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act). (b) None of the execution or delivery by ACT a SPAC Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by ACT a SPAC Party of its obligations hereunder or thereunder or the consummation by ACT a SPAC Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of ACTa 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 ACT a SPAC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which ACT any such SPAC 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 ACTa SPAC Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ACT a SPAC 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 ACT any Merger Sub with respect to ACTsuch 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 transactions contemplated hereby or therebyby the other Transaction Documents, except for (i) any compliance with and filings under set forth on Section 5.04(a) of the HSR ActPlum Disclosure Schedules, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary other Transaction Documents or the transactions contemplated by hereby or thereby, (iii) such filings with and approvals of Nasdaq the Stock Exchange to permit the Post-Closing ACT New Plum Common Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe Stock Exchange, (iv) filing of the Certificates of Merger under the applicable law of Delaware, (v) the approvals and consents to be obtained by such filings required in connection with the DomesticationMerger Sub pursuant to Section 8.06, or (vvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined reasonably be expected to be, individually or in the HSR Act)aggregate, material to the Company. (b) None of Neither the execution execution, delivery or delivery performance by ACT any Merger Sub of this Agreement or any Ancillary Document nor the other Transaction Documents to which it is or will be a party, the performance by ACT of its obligations hereunder or thereunder or party nor the consummation by ACT of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the such Merger Sub’s Governing Documents of ACTDocuments, (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 ACT such Merger Sub is a party, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which ACT such 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 (other than any Permitted Liens) or Equity Securities of an ACT), except except, in the case of any of clauses (ii) through (iv) above, as would not have an ACT Material Adverse Effectreasonably be expected to be, individually or in the aggregate, material to the Company.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of ACT Merger Sub with respect to ACTMerger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) compliance any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and filings under advisable to consummate the HSR ActTransactions, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by Merger Documents under the SEC and (B) such reports under Section 13(a) or 15(d) applicable law of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyCayman Islands, (iii) such filings with the approvals and approvals of Nasdaq to permit the Post-Closing ACT Shares consents to be issued in connection with the transactions contemplated obtained by this Agreement and the other Ancillary Documents Merger Sub pursuant to be listed on NasdaqSection 6.11, or (iv) such filings required in connection with the Domestication, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT a Company Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act). (b) None of Neither the execution execution, delivery or delivery performance by ACT Merger Sub of this Agreement or any nor the Ancillary Document Documents to which it is or will be a party, the performance by ACT of its obligations hereunder or thereunder or party nor the consummation by ACT of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the Merger Sub’s Governing Documents of ACTDocuments, (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 ACT Merger Sub is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which ACT 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 (other than any Permitted Liens) or Equity Securities of an ACT), except except, in the case of any of clauses (ii) through (iv) above, as would not have an ACT a Company 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 ACT a THMA Party with respect to ACTsuch THMA 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 therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) 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 the Post-Closing ACT THMA Class A Shares to be issued in 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 filing of the DomesticationCertificate of Merger, (v) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9, (vi) the THMA Stockholder Approval or (vvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT a THMA Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act). (b) None of Neither the execution execution, delivery or delivery performance by ACT a THMA Party of this Agreement or any nor the Ancillary Document Documents to which it a THMA Party is or will be a party, the performance by ACT of its obligations hereunder or thereunder or party nor the consummation by ACT a THMA 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 a violation or any breach of any provision of the Governing Documents of ACTa THMA 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 THMA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such THMA 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 THMA Party, except in the case of clauses (ii) through (iv) above, as would not have a THMA Material Adverse Effect. The performance by THMA 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 ACT a THMA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which ACT 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 ACT, except in the case of any of clauses (ii) through (iv) above, as would not have an ACT 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 ACT any SPAC Party with respect to ACTsuch 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 therebyTransactions, except for for: (i) compliance with and filings under applicable requirements of the HSR Act, Act (including the expiration of the required waiting period thereunder) and any other applicable Antitrust Law, (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 thereby, Transactions, (iii) such filings with and approvals of Nasdaq Approved Stock Exchange to permit the Post-Closing ACT SPAC Shares to be issued in connection with the transactions contemplated by this Agreement Transactions and the other Ancillary Documents to be listed on Nasdaq, such Approved Stock Exchange, (iv) such filings required in connection with the Domestication, or , (v) the filing of the Certificate of Merger, or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ACT a SPAC Material Adverse Effect. ACT is its own ultimate parent entity (as such term is defined in the HSR Act). (b) None of the execution or delivery by ACT any SPAC Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by ACT any SPAC Party of its obligations hereunder or thereunder or the consummation by ACT any SPAC Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) ) (i) result in a violation or breach of any provision of the Governing Documents of ACT, 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 ACT a SPAC Party is a party, , (iii) violate, or constitute a breach or default under, any Order Order, Law, or applicable Law other restriction of any Governmental Entity to which ACT any such SPAC Party or any of its properties or assets are subject or bound 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 ACTany SPAC Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ACT a SPAC Material Adverse Effect.