Common use of Consents; No Conflicts Clause in Contracts

Consents; No Conflicts. Assuming the warranties in Article IV are true and correct, except (a) as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliates, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group Company, (C) any applicable Law or public privacy policy, (D) any Material Contract, or (ii) result in the creation of any Lien upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company Articles and Permitted Liens, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in Section 4.5 of the Company SPAC Disclosure Letter, (b) for the Company Shareholders SPAC Shareholders’ Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have not, individually or in the aggregate, have, or reasonably be likely to have, a Company Material Adverse Effectmaterial effect on the ability of SPAC to enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC Charter, (C) any applicable Law or public privacy policyLaw, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in the Company SPAC Disclosure Letter, (b) for the Company Shareholders SPAC Shareholders’ Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC, (C) any applicable Law or public privacy policyLaw, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien Security Interest upon any of the properties or assets of any Group Company SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the warranties in Article IV III and Article V are true and correct, except (a) as otherwise set forth in the Company SPAC Disclosure Letter, (b) for the Company SPAC Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Initial Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC, (C) any applicable Law or public privacy policy, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien upon any of the properties or assets of any Group Company SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensSPAC Articles, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliateseach Acquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it is or will be a party by the Company each Acquisition Entity does not, and the consummation by the Company such Acquisition Entity of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Companysuch Acquisition Entity) or cancellation under, (Aa) (i) any Governmental Order, (Bii) any provision of the Organizational Documents of any Group Companysuch Acquisition Entity, (Ciii) any applicable Law or public privacy policyLaw, (Div) any Material ContractContract to which such Acquisition Entity is a party or by which its assets are bound, or (iib) result in the creation of any Lien Security Interest upon any of the properties or assets of any Group Company such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensOrganizational Documents of such Acquisition Entity, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (ia), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV are true and correct, except (a) as otherwise set forth in for the Company Disclosure LetterShareholders’ Approval, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not have not, individually or in the aggregate, have, or reasonably be likely to have, a material effect on the ability of the Company Material Adverse Effectto enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliatesthe Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (dc) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group Company, each as currently in effect, (C) any applicable Law or public privacy policyLaw, (D) any Material Company Contract, (E) any Required Governmental Authorization, or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company Articles Charter and Permitted LiensEncumbrances, except in the case of sub-clauses (A), (C), (D) and (DE) of clause (i) or clause (ii), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in for the Company Disclosure LetterSPAC Shareholders’ Approval, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effectmaterial adverse effect on the ability of SPAC to enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (dc) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC Charter, (C) any applicable Law or public privacy policyLaw, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in for the Company Disclosure LetterSPAC Shareholders’ Approval, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effectmaterial adverse effect on the ability of SPAC to enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (dc) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC Charter, (C) any applicable Law or public privacy policy, (D) any Material Contract, or (ii) result in the creation of any Lien upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company Articles and Permitted Liens, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a Company Material Adverse Effect.Law,

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effectmaterial adverse effect on the ability of the Merger Subs to consummate the Transactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliateseach Merger Sub, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it a Merger Sub is or will be a party by the Company such Merger Sub does not, and the consummation by the Company such Merger Sub of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (a) through (db) of the immediately preceding sentence, (a) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Companysuch Merger Sub) or cancellation under, (Ai) any Governmental Order, (Bii) any provision of the Organizational Documents of any Group Companysuch Merger Sub, (Ciii) any applicable Law or public privacy policyLaw, (Div) any Material ContractContract to which such Merger Sub is a party or by which its assets are bound, or (iib) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company such Merger Sub other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensOrganizational Documents of Merger Sub, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (i)a) or clause (b) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Merger Sub to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in Section 4.5 of the Company SPAC Disclosure Letter, (b) for the Company Shareholders SPAC Shareholders’ Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including and the filing publication of notification of the Plan of Second Merger and such other documents with Mergers in the Cayman Islands Registrar of Companies Government Gazette in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effectmaterial adverse effect on the ability of SPAC to enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC Charter, (C) any applicable Law or public privacy policyLaw, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the warranties in Article IV III and Article V are true and correct, except (a) as otherwise set forth in the Company SPAC Disclosure Letter, (b) for the Company SPAC Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Initial Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement Agreement, the Plan of Initial Merger and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement Agreement, the Plan of Initial Merger and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC, (C) any applicable Law or public privacy policy, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien upon any of the properties or assets of any Group Company SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensSPAC Articles, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.6 of the Company Disclosure Letter, (b) for the Company Shareholders Shareholders’ Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not have not, individually or in the aggregate, have, or reasonably be expected to have, a material adverse effect on the ability of the Company Material Adverse Effectto enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliatesthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group Company, each as currently in effect, (C) any applicable Law or public privacy policyLaw, (D) any Material Contract, Contract or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company Articles Charter and Permitted LiensEncumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III and Article IV are true and correct, except (a) as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effectmaterial adverse effect on the ability of the Merger Subs to consummate the Transactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliateseach Merger Sub, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it a Merger Sub is or will be a party by the Company such Merger Sub does not, and the consummation by the Company such Merger Sub of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (a) through (db) of the immediately preceding sentence, (x) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Companysuch Merger Sub) or cancellation under, (Ai) any Governmental Order, (Bii) any provision of the Organizational Documents of any Group Companysuch Merger Sub, (Ciii) any applicable Law or public privacy policyLaw, (Div) any Material ContractContract to which such Merger Sub is a party or by which its assets are bound, or (iiy) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company such Merger Sub other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensOrganizational Documents of such Merger Sub, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (i)x) or clause (y) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Merger Sub to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in Section 4.5 of the Company SPAC Disclosure Letter, (b) for the Company Shareholders SPAC Shareholders’ Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effectmaterial adverse effect on the ability of SPAC to enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC Charter, (C) any applicable Law or public privacy policyLaw, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effectmaterial adverse effect on the ability of the Acquisition Entities to consummate the Transactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliateseach Acquisition Entity, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it an Acquisition Entity is or will be a party by the Company each Acquisition Entity does not, and the consummation by the Company such Acquisition Entity of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (a) through (db) of the immediately preceding sentence, (a) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Companysuch Acquisition Entity) or cancellation under, (Ai) any Governmental Order, (Bii) any provision of the Organizational Documents of any Group Companysuch Acquisition Entity, (Ciii) any applicable Law or public privacy policyLaw, (Div) any Material ContractContract to which such Acquisition Entity is a party or by which its assets are bound, or (iib) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensOrganizational Documents of such Acquisition Entity, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (i)a) or clause (b) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to consummate the Transactions.

Consents; No Conflicts. Assuming the warranties in Article IV and Article VI are true and correct, except (a) as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Initial Merger, the Plan of Second Merger, the Plan of Third Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, and (eb) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery delivery, and performance of this Agreement Agreement, the Plan of Initial Merger and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group each Company and any of its AffiliatesAcquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery delivery, and performance of this Agreement Agreement, the Plan of Initial Merger and the other each Transaction Documents to which it is or will be a party by the each Company Acquisition Entity does not, and the consummation by the such Company Acquisition Entity of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Companysuch Company Acquisition Entity) or cancellation under, (Aa) (i) any Governmental Order, (Bii) any provision of the Organizational Documents of any Group Companysuch Company Acquisition Entity, (Ciii) any applicable Law or public privacy policy, (Div) any Material ContractContract to which such Company Acquisition Entity is a party or by which its assets are bound, or (iib) result in the creation of any Lien upon any of the properties or assets of any Group such Company Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Organizational Documents of such Company Articles and Permitted LiensAcquisition Entity, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (ia), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of any Company Material Adverse EffectAcquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV are true and correct, except (a) as otherwise set forth in for the Company Disclosure LetterShareholders’ Approval, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not have not, individually or in the aggregate, have, or reasonably be likely to have, a material effect on the ability of the Company Material Adverse Effectto enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliatesthe Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (dc) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group Company, each as currently in effect, (C) any applicable Law or public privacy policyLaw, (D) any Material Contract, Contract or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company Articles Charter and Permitted LiensEncumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV are true and correct, except (a) as otherwise set forth in Section 3.6 of the Company Disclosure LetterSchedules, (b) for any approvals required pursuant to Antitrust Laws, (c) for the Required Company Shareholders Shareholder Approval, (cd) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR ActTransaction, and (e) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not have not, individually or in the aggregate, have, or reasonably be expected to have, a material and adverse impact on the ability of the Company Material Adverse Effectto enter into and perform its obligations under this Agreement, all material filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the TransactionsTransaction, in each case on the part of any Group Company and any of its Affiliatesthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this AgreementClosing. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby Transaction will not, assuming the representations and thereby will not (i) (assuming compliance with warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (de) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Subsidiary of the Company) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of the Company or any Group Companyof its Subsidiaries, each as currently in effect, (C) any applicable Law or public privacy policy, (D) any Material Contract, or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any Group Company of its Subsidiaries other than any restrictions under federal or state securities laws, this Agreement, the Company Articles Organizational Documents and Permitted LiensEncumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III are true and correct, except (a) as otherwise set forth in Section 4.5 of the Company SPAC Disclosure Letter, (b) for the Company Shareholders SPAC Shareholders’ Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including and the filing publication of notification of the Plan of Second Merger and such other documents with Mergers in the Cayman Islands Registrar of Companies Government Gazette in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have individually or in the aggregate, have, or reasonably be expected to have, a Company SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its AffiliatesSPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby (including the Transactions) will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (de) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group CompanySPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group CompanySPAC Charter, (C) any applicable Law or public privacy policyLaw, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company Articles and Permitted LiensSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV are true and correct, except (a) as otherwise set forth in for the Company Disclosure LetterShareholders’ Approval, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act)Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not have not, individually or in the aggregate, have, or reasonably be likely to have, a material effect on the ability of the Company Material Adverse Effectto enter into and perform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliatesthe Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (dc) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group Company, each as currently in effect, (C) any applicable Law or public privacy policy, (D) any Material Contract, or (ii) result in the creation of any Lien upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company Articles and Permitted Liens, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a Company Material Adverse Effect.Law,

Consents; No Conflicts. Assuming the warranties in Article IV are Schedule 3.3 hereto is a true and correct, except (a) as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar complete list of Companies all Approvals of the Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as Governmental Authorities which are required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effect, all filings, notifications, notices, submissions, applications, by the Purchaser or consents from or with any Governmental Authority or any other Person required in connection with Newco for the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactionstransactions contemplated by this Agreement (the "Purchaser Governmental Approvals") and all Approvals of third parties that are not Governmental Authorities which are so required by the Purchaser or Newco that are material to the ability of the Purchaser or Newco to perform their obligations hereunder ("Purchaser Third Party Approvals", and together with Purchaser Governmental Approvals, the "Purchaser Approvals"). Neither the execution and delivery of this Agreement by the Purchaser nor the consummation by the Purchaser and Newco of the transactions contemplated hereby, will (a) conflict with or result in a breach -23- 32 or violation of any provision of the certificate of incorporation and by-laws of the Purchaser or Newco; (b) subject to the granting of the Purchaser Approvals, conflict with, result in a breach or violation of, result in a default or loss of a benefit under, or permit the acceleration of any obligation under any provision of any agreement, indenture, mortgage, lien, lease or other instrument or restriction of any kind to which the Purchaser or Newco is a party or by which any of their assets or properties is otherwise bound; or (c) subject to the granting of the Purchaser Approvals, violate any domestic or foreign, federal or state statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, policy, guideline or other requirement, including, without limitation, those of any Governmental Authorities, those of any Self-Regulatory Organizations, and those related to the environment, health and employee safety, in each case on applicable to the part of any Group Company and Purchaser or Newco or any of its Affiliatestheir businesses, have been duly obtained assets or completed properties, except, with respect to each of clauses (as applicableb) and are (c) of this Section 3.3, where the effect of such conflict, breach, violation, default, loss or acceleration, individually or in full force and effect as the aggregate, would not materially impair the ability of the date of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents Purchaser or Newco to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group Company, (C) any applicable Law or public privacy policy, (D) any Material Contract, or (ii) result in the creation of any Lien upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company Articles and Permitted Liens, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a Company Material Adverse Effectperform their obligations hereunder.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.6 of the Company Disclosure Letter, (b) for the Company Shareholders Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands (including and the filing publication of notification of the Plan of Second Merger and such other documents with Mergers in the Cayman Islands Registrar of Companies Government Gazette in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (dc) as required by the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act, and (ed) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not have not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of any Group Company and any of its Affiliatesthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreementeffect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby (including the Transactions) will not (i) (not, assuming compliance with the representations and warranties in Article IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence, (i) result in in, including with the passage of time, any violation of, be in conflict with, or constitute a default under, require any consent or notice under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any Group Company, each as currently in effect, (C) any applicable Law or public privacy policyLaw, (D) any Material Contract, Contract or (ii) result in the creation of any Lien Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company Articles Charter and Permitted LiensEncumbrances, except in the case of sub-clauses (A), (C), ) and (D) of clause (i), and clause (ii), as would not have have, or reasonably be expected to have, a Company Material Adverse Effect.