Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of SPAC with respect to SPAC’s execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure Letter, (ii) the filing with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, No consent, approval, permit approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent, waiver, authorization, filing, report, registration, Permit, clearance, expiration or termination of waiting periods from any Governmental Authority is required on the part of SPAC the Company, Pubco or Merger Sub with respect to SPACthe Company’s, Pubco’s or Merger Sub’s respective valid and lawful execution, delivery and or performance of this Agreement and the other Transaction Agreements to which it is or will be a party and Ancillary Agreements, the consummation of the transactions contemplated hereby or thereby or the continuing operation of the business of the Company and therebyits Subsidiaries following the effectiveness of the Acquisition Merger Effective Time, except for (ia) obtaining applicable requirements of the consents ofHSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or submitting notificationsto Pubco or Merger Sub, filings, notices or other submissions to, to have a material adverse effect on the Governmental Authorities listed on Section 5.05 ability of the SPAC Disclosure LetterCompany, Pubco or Merger Sub to consummate the Transactions, in each case which are set forth in Schedule 4.05(b), (iic) those disclosed on Schedule 4.05(c), (d) the filing with the SEC of (Ai) the Registration Statement and Proxy Statement/Prospectus Statement and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, SEC and (Cii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction any Ancillary Agreements or the Transactions, transactions contemplated hereby or thereby and (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (ive) the filing of the First Plan Certificates of Merger and related documentation with the Cayman Islands Registrar Secretary of Companies in accordance with the Cayman Companies Law, (v) the filing State of the Second Plan State of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment EffectDelaware.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC with respect to SPAC’s execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure LetterSchedule 5.05, (ii) the filing with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices tothe SPAC Shareholder Approval, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, and (vii) the absence of which would not have a SPAC Impairment EffectSecond Merger Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries SPAC contained in this AgreementAgreement and the other Transaction Agreements to which it is a party, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of SPAC the Company, Merger Sub or Merger Sub II with respect to SPAC’s each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which it each is or will be a party and the consummation by the Company, Merger Sub or Merger Sub II of the transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure LetterSchedule 4.05, (ii) the filing (A) with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions byactions, consents, approvals, permits or authorizations ofauthorizations, or designations, declarations or filings with, any Governmental Authorityfilings, the absence of which would not have reasonably be expected to have, individually or in the aggregate, a SPAC Impairment Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company SPAC and its Subsidiaries MultiplAI contained in this Agreement, no notice to, action by, consent, approvalwaiver, permit approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) or other Person is required on the part of SPAC the Company or its Subsidiaries with respect to SPACthe Company’s execution, execution or delivery and performance of this Agreement and the or any other Transaction Agreements Document to which it is or will be a party and or the consummation by the Company of the transactions contemplated hereby and therebyTransactions, except for (ia) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities as otherwise listed on Section 5.05 4.5 of the SPAC Company Disclosure Letter, (iib) the filing with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) for the filing of the First Proxy/Registration Statement with the SEC, other filings with respect to the Transactions pursuant to the applicable state blue sky or other securities Laws, the registration of the Plan of Merger and filing of the related documentation with the Cayman Registrar, the filing of the Articles of the Surviving Subsidiary and the Company M&A with the Cayman Registrar and publication of notification of the Merger in the Cayman Islands Registrar of Companies Government Gazette, in each case in accordance with the Cayman Companies Act, (c) for any filings or approvals required under any applicable antitrust or competition Law, including Argentine Law No. 27,442 (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies LawLey de Defensa de la Competencia), and (vid) any as and where the failure to obtain such notices to, actions by, consents, approvals, permits or authorizations ofauthorizations, designations, declarations, or designationswaivers, declarations or to make such filings withor notifications, would not, individually or in the aggregate, prevent or materially delay the consummation of any Governmental Authority, of the absence of which would not have a SPAC Impairment EffectTransactions or otherwise prevent the Company from performing its material obligations under this Agreement and each such Transaction Document.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of the Company and its Subsidiaries Warrantors contained in this Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority (collectively, the “Authorizations”) is required on the part of SPAC the Company with respect to SPAC’s each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which it each is or will be a party and the consummation by the Company of the transactions contemplated hereby and therebyTransactions, except for (i) obtaining any Authorization the consents ofabsence of which would not, individually or submitting notificationsin the aggregate, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure Letterreasonably be expected to have a Material Adverse Effect, (ii) the filing (A) with the SEC of (A) the Proxy Statement/Prospectus Statement and the declaration of the effectiveness thereof by the SEC, (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Cayman Companies LawAct, and (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment EffectCompany Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries Group Companies contained in this Agreement, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of SPAC with respect to SPAC’s execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and therebyTransactions, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure Letter, (iia) the filing with the SEC of (Ai) the Proxy Statement/Prospectus Registration Statement and the declaration of the effectiveness thereof by the SEC, (Bii) the Proxy Statement/Prospectus, (iii) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, Laws and (Civ) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiib) compliance with and the filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the TransactionsTransactions or as otherwise set forth on Section 5.05 of the SPAC Disclosure Letter, (ivc) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (vd) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, Law and (vie) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Effect.

Governmental Authorities; Consents. Assuming Except as set forth in the truth and completeness next sentence, no Company Entity is required to submit any notice, report or other filing with any United States or foreign, federal, state, provincial or local governmental, regulatory or administrative authority, agency or commission (each, a “Governmental Authority”) or any other party or individual, corporation, partnership, association, limited liability company, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the representations and warranties Securities Exchange Act of 1934, as amended) (each a “Person”) in connection with the execution or delivery of any Transaction Document or the consummation of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, transactions contemplated hereby. No consent, approval, permit exemption, authorization or authorization of, or designation, declaration or filing with, other action by any Governmental Authority or any other Person is required on to be obtained by any Company Entity in connection with the part of SPAC with respect to SPAC’s execution, delivery and performance of this Agreement and the other any Transaction Agreements to which it is Document or will be a party and the consummation of the transactions contemplated hereby and therebyhereby, except for (ia) obtaining filings required under the consents ofXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, or submitting notificationsas amended, filings, notices or other submissions to, and the Governmental Authorities listed on Section 5.05 of rules and regulations promulgated thereunder (the SPAC Disclosure Letter“HSR Act”) and the Other Antitrust Regulations, (ii) the filing with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (ivb) the filing of the First Plan Certificate of Merger and related documentation with pursuant to the Cayman Islands Registrar of Companies in accordance with the Cayman Companies LawDGCL, (vc) the filing consents required from the other parties to the Material Contracts as set forth in Section 3.04 of the Second Plan Disclosure Schedule (“Material Contracts Third Party Consents”), (d) the consents required from the other parties to the Leases as set forth in Section 3.04 of Merger and related documentation with the Cayman Islands Registrar Disclosure Schedule (“Lease Consents”), (e) the consents required from any foreign Governmental Authority as set forth in Section 3.04 of Companies in accordance with the Cayman Companies Law, Disclosure Schedule (“Foreign Consents”) and (vif) any such notices to, actions by, consents, approvals, permits exemptions, authorizations, filings or authorizations ofnotifications other than those set forth in clauses (a)-(e) above where the failure to obtain such consents, approvals, exemptions or authorizations, or designationsto make such filings or notifications, declarations would not, individually or filings within the aggregate, any Governmental Authority, the absence of which would not have a SPAC Impairment Company Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries Group Companies contained in this Agreement, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of SPAC with respect to SPAC’s execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure Letter, (ii) the filing with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiiii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iviii) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (viiv) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC with respect to SPAC’s execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure LetterSchedule 5.05, (ii) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a SPAC Impairment Effect, (iii) the filing with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiiiv) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (ivv) the filing of the First Plan of Merger and related documentation the Second Plan of Merger with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies LawAct, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment EffectShareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries SPAC contained in this AgreementAgreement and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, approvalapproval (including, without limitation, the PRC Investment Approval), permit or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of SPAC the Company or Merger Sub with respect to SPAC’s each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which it each is or will be a party and the consummation by the Company or Merger Sub of the transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure Letter, (ii) the filing (A) with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, SEC and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiiii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iviii) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (viiv) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries SPAC contained in this AgreementAgreement and the other Transaction Agreements to which SPAC is or will be a party, no notice to, action by, consent, approval, permit Permit or authorization of, or designation, declaration or filing withwith any Governmental Authority or notice, approval, consent, waiver or authorization from any Governmental Authority is required on the part of SPAC the Company, Merger Sub or Merger Sub II with respect to SPAC’s each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which it each is or will be a party and the consummation by the Company, Merger Sub or Merger Sub II of the transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure LetterSchedule 4.05, (ii) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) the filing (A) with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, SEC and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiiiv) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, and (ivv) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies LawMerger, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies LawAct, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment EffectCompany Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC ListCo, Merger Sub or Merger Sub II with respect to SPAC’s the execution, delivery and performance of this Agreement and the other Transaction Agreements by each of ListCo, Merger Sub and Merger Sub II to which it is or will be a party and the consummation of the transactions contemplated hereby and therebyTransactions, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure LetterSchedule 5.05, (ii) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a ListCo Impairment Effect, (iii) the filing with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, Statement (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiiiv) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan Plans of Merger and related documentation with the publication of notification of the Mergers in the Cayman Islands Registrar of Companies in accordance with Government Gazette pursuant to the Cayman Companies LawAct, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment EffectListCo Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of the Company and its Subsidiaries Warrantors contained in this Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority (collectively, the “Authorizations”) is required on the part of SPAC the Company with respect to SPAC’s each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which it each is or will be a party and the consummation by the Company of the transactions contemplated hereby and therebyTransactions, except for (i) obtaining any Authorization the consents ofabsence of which would not, individually or submitting notificationsin the aggregate, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure Letterreasonably be expected to have a Material Adverse Effect, (ii) the filing (A) with the SEC of (A) the Proxy Statement/Prospectus Statement and the declaration of the effectiveness thereof by the SEC, (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Cayman Companies LawAct, and (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Effect.Company Shareholder Approval. ​ ​ ​ ​

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries Merger Sub contained in this Agreement, no notice to, action by, consent, approval, permit Permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of SPAC with respect to SPAC’s execution, delivery and performance of this Agreement Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for (ia) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure LetterSchedules, (iib) obtaining any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a SPAC Impairment Effect, (c) the filing with the SEC of (Ai) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (Bii) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (Ciii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiid) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (ive) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies LawAct, and (vif) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment EffectShareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries SPAC contained in this AgreementAgreement and the other Transaction Agreements to which it is or will be a party, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of SPAC the Company or Merger Sub with respect to SPAC’s each of their execution, delivery and performance of this Agreement and the other Transaction Agreements to which it each is or will be a party and the consummation by the Company or Merger Sub of the transactions Transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure Letter, (ii) the filing (A) with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, SEC and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiiii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iviii) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (viv) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (viv) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries contained in this Agreement, no notice to, action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of SPAC with respect to SPAC’s execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for (i) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 of the SPAC Disclosure Letter, (ii) the filing with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iii) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iv) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company and its Subsidiaries SPAC contained in this Agreement, the Plan of Merger and the other Transaction Agreements to which SPAC is or will be a party, no notice to, action by, consent, approval, permit Permit or authorization of, or designation, declaration or filing withwith any Governmental Authority or notice, approval, consent, waiver or authorization from any Governmental Authority is required on the part of SPAC the Company or Merger Sub with respect to SPAC’s each of their execution, delivery and performance of this Agreement Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for (ia) obtaining the consents of, or submitting notifications, filings, notices or other submissions to, the Governmental Authorities listed on Section 5.05 4.05 of the SPAC Company Disclosure LetterSchedules, (iib) obtaining any consents, approvals, Permits, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, on the ability of the Company to consummate the Transactions, (c) the filing (i) with the SEC of (A) the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC, SEC and (Bii) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (iiid) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the other Transaction Agreements or the Transactions, (ive) the filing of the First Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies Law, (v) the filing of the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies in accordance with the Cayman Companies LawAct, and (vif) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a SPAC Impairment EffectCompany Shareholder Approval.