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

Consents and Requisite Governmental Approvals; No Violations. (a) No Consent of, with or to be made to any Governmental Entity is required on the part of the Issuer with respect to the Issuer’s execution, delivery or performance of its applicable obligations under this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby, (ii) such filings with and approvals of Nasdaq to permit the Shares to be issued in connection with the transactions contemplated by this Agreement to be listed on Nasdaq, (iii) the filing of the Issuer A&R Certificate of Incorporation with and acceptance thereof by the Delaware Secretary of State, (iv) the Issuer Stockholder Approval and the Nasdaq Approval or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an Issuer Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Consent of, with or to be made to any Governmental Entity is required on the part of the Issuer with respect to the Issuer’s execution, delivery or performance of its applicable obligations under this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby, (ii) such filings with and approvals of Nasdaq to permit the Underlying Shares to be issued in connection with the transactions contemplated by this Agreement to be listed on Nasdaq, (iii) the filing of the Issuer A&R Certificate of Incorporation with and acceptance thereof by the Delaware Secretary of State, (iv) the Issuer Stockholder Approval and the Nasdaq Approval or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an Issuer Material Adverse Effect.