Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of ListCo and Merger Sub contained in this Agreement and the other Ancillary Documents to which the Company 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 the Company with respect to its execution, delivery and performance of this Agreement and the other Ancillary Documents to which it is or will be a party and the consummation by the Company of the Transactions, except for (i) any Authorization the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (ii) the filing of any documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (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 Ancillary Documents or the Transactions, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (v) the Company Stockholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of ListCo SPAC and Merger Sub 1 contained in this Agreement and the other Ancillary Documents to which the Company is or will be a partyAgreement, no notice to, action by, consent, approvalwaiver, permit approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (collectivelyeach, the a “AuthorizationsGovernmental Authorization”) is required on the part of the Company or its Subsidiaries with respect to its execution, the Company’s execution or delivery and performance of this Agreement and the other Ancillary Documents to which it is or will be a party and the consummation by the Company of the Transactions, except for (i) any Authorization 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 material adverse effect on the Companyability of the Company to perform or comply with on a timely basis any material obligation of the Company under this Agreement or to consummate the Transactions, (ii) the filing of any documents or information required pursuant to applicable requirements, if any, the Registration Statement with the SEC and the SEC’s declaration of applicable Securities Lawseffectiveness of the Registration Statement, (iii) compliance with the filings, submissions and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws approvals contemplated by Section 10.10 and state takeover Laws as may be required in connection with this Agreement, the other Ancillary Documents or the Transactions, (iv) the filing of the Second Merger Certificate of Merger with with, and the acceptance thereof for filing by, the Secretary of State of the State of Delaware; and (v) Delaware in accordance with the Company Stockholder ApprovalDGCL.

Governmental Authorities; Consents. Assuming Except as set forth in ‎Section 4.5 of the Company Disclosure Letter, assuming the truth and completeness of the representations and warranties of each of ListCo and Merger Sub Acquiror contained in this Agreement and the other Ancillary Documents to which the Company is or will be a partyAgreement, no notice tofranchise, action bygrant, authorization, license, permit, consent, certificate, approval, permit order, waiver, or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (collectivelyeach, the a “AuthorizationsGovernmental Authorization”) is required on the part of the Company or its Subsidiaries with respect to its execution, the Company’s execution or delivery and performance of this Agreement and the other Ancillary Documents to which it is or will be a party and the consummation by the Company of the Transactionstransactions contemplated hereby, except for (i) applicable requirements of the HSR Act; (ii) applicable requirements, if any, of the Securities Act, the Exchange Act or blue sky laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business; (iii) any Authorization 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 Company Material Adverse Effect on the Company, (ii) the filing of any documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (iii) compliance with Effect; 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 Ancillary Documents or the Transactions, (iv) the filing of the Company Merger I Certificate of Merger in accordance with the Secretary of State of the State of Delaware; DGCL and (v) the Company Stockholder ApprovalDLLCA.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of the ListCo and Merger Sub contained in this Agreement and the other Ancillary Documents to which the Company 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 the Company with respect to its execution, delivery and performance of this Agreement and the other Ancillary Documents to which it is or will be a party and the consummation by the Company of the Transactions, except for (i) any Authorization the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect, (ii) the filing of any documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (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 Ancillary Documents or the Transactions, (iv) the filing of the Certificate of Merger with to the Secretary of State of the State of Delaware; and (v) the Company Stockholder Approval; and (vi) approval of Company Board.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of the ListCo and Merger Sub contained in this Agreement and the other Ancillary Documents to which the Company 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 the Company with respect to each of its execution, delivery and performance of this Agreement and the other Ancillary Documents to which it is or will be a party and the consummation by the Company of the TransactionsAcquisition, except for (i) any Authorization the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (ii) the filing of any documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (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 Ancillary Documents or the TransactionsAcquisition, (iv) the filing any other matters necessitated by ListCo being a member of the Certificate of Merger with the Secretary of State of the State of Delaware; Nasdaq and (viv) the Company Stockholder Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of ListCo and Merger Sub the Warrantors contained in this Agreement Agreement, the Plan of Merger and the other Ancillary Documents Transaction Agreements to which the Company 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 the Company with respect to its each of their execution, delivery and performance of this Agreement and the other Ancillary Documents Transaction Agreements to which it each is or will be a party and the consummation by the Company of the Transactions, except for (i) any Authorization the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect, (ii) the filing (A) with the SEC of the Proxy Statement and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (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 Ancillary Documents Transaction Agreements or the Transactions, (iv) the filing of the Certificate Plan of Merger with the Secretary Registrar of State Companies in the Cayman Islands and the publication of notification of the State of Delaware; Merger in the Cayman Islands Government Gazette pursuant to the Cayman Companies Act, and (v) the Company Stockholder Shareholder Approval.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of ListCo and Merger Sub contained in this Agreement and the other Ancillary Documents to which the Company is or will be a party, no 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 the Company with respect to its each of their execution, delivery and performance of this Agreement and the other Ancillary Documents Transaction Agreements to which it each is or will be a party and the consummation by the Company of the TransactionsTransactions contemplated hereby and thereby, except for (i) any Authorization the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (ii) the filing (A) with the SEC of the Proxy Statement/Prospectus and the declaration of the effectiveness thereof by the SEC and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (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 Ancillary Documents Transaction Agreements or the Transactions, (iii) the filing of the Plan of Merger and related documentation with the Cayman Registrar in accordance with the Cayman Companies Law, (iv) the filing of the Certificate of Merger Share Exchange and related documentation with the Secretary of State of Cayman Registrar in accordance with the State of Delaware; Cayman Companies Law, and (v) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the Company Stockholder Approvalabsence of which would not have a Material Adverse Effect.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of ListCo and Merger Sub the Warrantors contained in this Agreement Agreement, the Plan of Merger and the other Ancillary Documents Transaction Agreements to which the Company 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 the Company with respect to its each of their execution, delivery and performance of this Agreement and the other Ancillary Documents Transaction Agreements to which it each is or will be a party and the consummation by the Company of the Transactions, except for (i) any Authorization the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect, (ii) the filing (A) with the SEC of the Proxy Statement and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (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 Ancillary Documents Transaction Agreements or the Transactions, (iv) the filing of the Certificate Plan of Merger with the Secretary Registrar of State Companies in the Cayman Islands and the publication of notification of the State of Delaware; Merger in the Cayman Islands Government Gazette pursuant to the Cayman Companies Act, and (v) the Company Stockholder Shareholder Approval.. ​ ​ ​ ​

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of ListCo and Merger Sub the Company contained in this Agreement and the other Ancillary Documents Transaction Agreements to which the Company 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”) Authorization is required on the part of the Company ListCo or Merger Sub with respect to its the execution, delivery and performance of this Agreement Agreement, the Plan of Merger, the Articles of Merger and the other Ancillary Documents Transaction Agreements by each of ListCo and Merger Sub to which it is or will be a party and the consummation by the Company of the Transactions, except for (i) any Authorization the absence filing with the SEC of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (iiA) the filing of Proxy Statement (B) any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, and (iiiC) 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, (ii) 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 Ancillary Documents Transaction Agreements or the Transactions, (iviii) the filing of the Certificate Articles of Merger containing the Plan of Merger together with any resolutions to amend the Secretary of State memorandum and the articles of the State Company to the BVI Registrar of Delaware; Corporate Affairs, (iv) the ListCo Shareholder Approval, and (v) the Company Stockholder Approvalapproval of Initial Listing Application by Nasdaq.

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of each of the ListCo and Merger Sub contained in this Agreement Agreement, the Plan of Merger, the Articles of Merger, and the other Ancillary Documents Transaction Agreements to which the Company 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 the Company with respect to its each of their execution, delivery and performance of this Agreement and the other Ancillary Documents Transaction Agreements to which it each is or will be a party and the consummation by the Company of the Transactions, except for (i) any Authorization the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect, (ii) the filing (A) with the SEC of the Proxy Statement and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (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 Ancillary Documents Transaction Agreements or the Transactions, (iv) the filing of the Certificate Articles of Merger containing the Plan of Merger together with any resolutions to amend the Secretary of State memorandum and the articles of the State Company to the BVI Registrar of DelawareCorporate Affairs; and (v) the Company Stockholder Shareholder Approval.