Common use of Governmental Authorization; Third Party Consents Clause in Contracts

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, the Warrant Holder such Purchaser of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Stock) by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No consent, approval, consentauthorization, complianceorder, exemption registration or authorization qualification (each, an “Authorization”) of or with any governmental authority or agency, or of any other person or entity, is necessary or required in connection with for the execution, delivery or performance (including, without limitation, the sale of the Company Shares) by, or enforcement against, the Warrant Holder Company of this Warrant Agreement or the consummation by the Company of the transactions contemplated herebyby this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.

Governmental Authorization; Third Party Consents. No consent, approval, consentauthorization, complianceorder, exemption registration or authorization qualification (each, an "Authorization") of or with any governmental authority or agency, or of any other person or entity, is necessary or required in connection with for the execution, delivery or performance (including, without limitation, the sale of the Shares) by, or enforcement against, the Warrant Holder Company of this Warrant Agreement or the consummation by the Company of the transactions contemplated herebyby this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.

Governmental Authorization; Third Party Consents. No material approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including the purchase of such Purchaser's Purchased Shares) by, or enforcement against, the Warrant Holder such Purchaser of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No To the best of Company’s knowledge, no approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Company, of this Warrant Agreement or the transactions contemplated herebyAgreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Buyer of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyconsummation of the Contemplated Transaction.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder such Purchaser of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityPerson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Purchaser, of this Warrant Agreement or the transactions contemplated herebyAgreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Subject Shares) by, or enforcement against, the Warrant Holder Company of this Warrant Agreement and the other Transaction Documents or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No Except as set forth herein, no approval, consent, complianceexemption, exemption authorization, or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityin respect of any requirement of law, and no lapse of a waiting period under a requirement of law, is necessary or required in connection with the execution, delivery or performance byby the Purchaser, or enforcement againstagainst the Purchaser, the Warrant Holder of this Warrant Agreement or the transactions consummation of the contemplated herebytransactions.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agencyexemption, authorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder such Stockholder of this Warrant Agreement and each of the other Transaction Documents to which such Stockholder is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption authorization or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority Requirement of Law, Contractual Obligation or agency, or of any other person or entity, otherwise is necessary or required in connection with the execution, delivery or performance byby the Company, or enforcement againstagainst the Company, the Warrant Holder of this Warrant Agreement or and the transactions transaction contemplated hereby; except such as have been obtained and made under the Securities Act and such as may be required under state securities laws.

Governmental Authorization; Third Party Consents. No approval, ------------------------------------------------ consent, compliance, exemption exemption, authorization or authorization other action by, or notice to, or filing with, any third party or governmental authority in respect of any governmental authority or agency, or requirement of any other person or entity, law is necessary or required in connection with the execution, delivery or performance by, by or enforcement against, against the Warrant Holder Company of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agencyexemption, authorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under a Requirement of Law is necessary or required in connection with the execution, delivery or performance by(including, without limitation, the sale and delivery of the Purchased Shares) by or enforcement against, the Warrant Holder against Seller of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization, or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority or agencyRequirements of Law in effect on the date hereof, or and no lapse of a waiting period under any other person or entityRequirements of Law in effect on the date hereof, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by the Warrant Holder Company of this Warrant Agreement that has not been obtained or the transactions contemplated herebymade.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption Authorization of or authorization of with any governmental authority Governmental Authority or agency, or of any other person or entity, Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder such Investor of this Warrant Agreement, the Registration Rights Agreement or the transactions contemplated herebythis Agreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority or agencyRequirement of Law, or and no lapse of any other person or entitya waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement against, against the Warrant Holder Company of this Warrant Agreement or the Transaction Documents to which any such Person is a party or the transactions contemplated herebythereby.

Governmental Authorization; Third Party Consents. No Except for the Stockholder Approval, no approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder such Lender of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agencyexemption, authorization, or of other action by, or notice to, or filing with, any other person or entity, Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Issuer or any Guarantor of this Warrant Agreement the Note Documents to which it is a party or the transactions contemplated herebyconsummation of the Transactions, other than filings to perfect Liens granted under the Collateral Documents.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption or authorization of any governmental authority or agencyauthorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement against, against the Warrant Holder Company of this Warrant Agreement or any of the other Transaction Documents, or the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption authorization or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority Requirement of Law, Contractual Obligation or agencyotherwise, or and no lapse of any other person or entitya waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by(including, without limitation, the sale, issuance and delivery of the Purchased Shares) by the Company, or enforcement againstagainst the Company, the Warrant Holder of this Warrant Agreement Agreement, or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, the Warrant Holder Genesis of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the executionexecution by, delivery or performance by, or enforcement against, the Warrant Holder Series D Holders of this Warrant Agreement and each of the other documents to which they are parties or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, the Warrant Holder such Purchaser of this Warrant Agreement and the Registration Rights Agreement or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including the purchase of the LLC Interests) by, or enforcement against, the Warrant Holder Purchasers of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or any other Person in respect of any other person requirement of law or entityany requirement of contract or otherwise, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance byby such Member, or the enforcement againstagainst such Member, the Warrant Holder of this Warrant Agreement Agreement, or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Shares) by, or enforcement against, the Warrant Holder Company of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirements of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the consummation of the transactions contemplated herebyhereby and thereby, in each case other than compliance with any applicable requirements of the HSR Act.

Governmental Authorization; Third Party Consents. No consent, approval, consentauthorization, complianceorder, exemption registration or authorization qualification (“Authorization”) of or with any governmental authority Governmental Authority or agency, or of any other person or entity, Person is necessary or required in connection with for the execution, delivery or performance by, or enforcement against, the Warrant Holder Company of this Warrant Agreement, the Registration Rights Agreement or the transactions contemplated herebyconsummation of the Transactions.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption Authorization of or authorization of with any governmental authority Governmental Authority or agency, or of any other person or entity, Person is necessary or required in connection with for the execution, delivery or performance by, or enforcement against, the Warrant Holder Company of this Warrant Agreement, the Securities Purchase Agreement or the transactions contemplated herebyconsummation of the Transactions.

Governmental Authorization; Third Party Consents. No approval, ------------------------------------------------ consent, complianceexemption, exemption or authorization of any governmental authority or agencyauthorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement againstagainst the Company of this Agreement, the Warrant Holder of this Warrant Preferred Shares, the Registration Rights Agreement, the Warrants, the Shareholders Agreement or the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agencyexemption, authorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under a Requirement of Law is necessary or required in connection with the execution, delivery or performance byperformance, by or enforcement against, the Warrant Holder against Seller of this Warrant Agreement and the other Transaction Documents to which she is a party or the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption Authorization of or authorization of with any governmental authority Governmental Authority or agency, or of any other person or entity, Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder such Purchaser of this Warrant Agreement or the transactions contemplated herebyby this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under a requirement of law, is necessary or required to be obtained or made by the Company in connection with the execution, delivery or performance (including the sale, issuance and delivery of the Common Shares and Warrants) by, or enforcement enforceability against, the Warrant Holder Company of this Warrant Agreement Agreement, the Warrants, or the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization, order, license, franchise, permit, certificate or authorization of accreditation of, or other action by, or notice to, or filing, application or registration with, any governmental authority or agency, or of any other person or entityPerson, and no lapse of a waiting period under any applicable law, is necessary or required in connection with the execution, delivery or performance by(including the purchase of the Shares) by Investor of, or enforcement againstagainst Investor in relation to, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person Person, and no lapse of a waiting period under any law, statute, treaty, rule or entityregulation, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement or the transactions contemplated herebyTransaction.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Seller, of this Warrant Agreement or the transactions contemplated herebyAgreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the exchange for the Preferred Stock, the Warrant or Note) by, or enforcement against, the Warrant Debt Holder of this Warrant Agreement or the transactions contemplated herebyby this Agreement.

Governmental Authorization; Third Party Consents. No approval, ------------------------------------------------ consent, complianceexemption, exemption or authorization of any governmental authority or agencyauthorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement againstagainst the Company of this Agreement, the Warrant Holder of this Warrant Registration Rights Agreement or the transactions contemplated herebyhereby or thereby, other than those that have been obtained or made on or prior to the Closing.

Governmental Authorization; Third Party Consents. No Except for the Required Consents, no approval, consent, complianceexemption, exemption authorization, or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority or agencyRequirement of Law, or and no lapse of any other person or entitya waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance byby the Purchaser, or enforcement againstagainst the Purchaser, the Warrant Holder of this Warrant Agreement or the transactions contemplated herebyconsummation of the Contemplated Transaction.

Governmental Authorization; Third Party Consents. No Except as disclosed in the Disclosure Schedule, no material approval, consent, compliance, exemption exemption, authorization, or authorization other action by, or notice to, or filing with, any governmental entity or authority or any other Person in respect of any governmental authority Law or agencyContractual Obligation, and no lapse of a waiting period under any Law or of any other person or entityContractual Obligation, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Subscriber of this Warrant Agreement or the consummation of the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action, or of notice, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirements of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the share exchange contemplated by this Agreement) by, or enforcement against, the Warrant Holder Biogan of this Warrant Agreement or the transactions contemplated herebyby this Agreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to or filing with, any governmental authority or agency, or of any other person or entity, and no lapse of a waiting period, is necessary or required in connection with the execution, delivery or performance byby the Company, or enforcement againstagainst the Company, the Warrant Holder of this Warrant Agreement and the Registration Rights Agreement or the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or notice to, or filing with, any Governmental Authority or any Person, and no lapse of a waiting period under any other person or entityRequirements of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the share exchange contemplated by this Agreement) by, or enforcement against, the Warrant Holder Fushan of this Warrant Agreement or the transactions contemplated herebyby this Agreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Seller, of this Warrant Agreement or the transactions contemplated herebyAgreement.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entity, Person is necessary or required in connection with the execution, delivery or and performance by, or enforcement against, by the Warrant Holder Fund of this Warrant Agreement other than those that have been obtained or will have been obtained as of the transactions contemplated herebyEffective Date.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, notice to, or of filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Shares) by, or enforcement against, the Warrant Holder Company of this Warrant Agreement and the other Transaction Documents or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agencyexemption, authorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder such Purchaser of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Entity or any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Note and Warrant) by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement and each of the Ancillary Agreements to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the delivery of the Shares) by, or enforcement against, Mashinsky in this Agreement and each of the Warrant Holder of this Warrant Agreement other documents to which Mashinsky is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption or authorization of any governmental authority or agencyauthorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement againstagainst the Company of this Agreement, the Warrant Holder of this Warrant Registration Rights Agreement or the transactions contemplated herebyhereby or thereby, other than those that have been obtained or made on or prior to the Closing.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, the Warrant Holder such Purchaser of this Warrant Agreement and the other Transaction Documents or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Buyer, of this Warrant Agreement or the transactions contemplated herebyAgreement.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entity, Person is necessary or required in connection with the execution, delivery or and performance by, or enforcement against, by the Warrant Holder Company of this Warrant Agreement other than those that have been obtained or will have been obtained as of the transactions contemplated herebyEffective Date.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption or authorization of any governmental authority or agencyauthorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement againstagainst the Company of this Agreement, the Warrant Holder of this Warrant Agreement Senior Subordinated Note, the Warrants, the Registration Rights Agreement, any other Transaction Document or the transactions contemplated herebyhereby or thereby, other than those that have been obtained or made on or prior to the Closing.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Interests) by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the exchange for the Exchanged Shares) by, or enforcement against, the Warrant Holder Company of this Warrant Agreement or the transactions contemplated herebyby this Agreement.

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority, or any other person or entityPerson, is necessary or required in connection with the execution, delivery or performance by, by such Selling Stockholder or enforcement against, the Warrant Holder against such Selling Stockholder of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the delivery of the Shares) by, or enforcement against, Xxxxxxxxxx in this Agreement and each of the Warrant Holder of this Warrant Agreement other documents to which Xxxxxxxxxx is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any other person or entity, Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Buyer of this Warrant the Agreement or the transactions contemplated hereby, except for compliance with the Exchange Act and other applicable securities laws.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by(including, or enforcement againstwithout limitation, the Warrant Holder purchase of the Purchased Shares) by the Purchaser of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No Except to the extent previously and duly obtained or made and in full force and effect, no approval, consent, compliance, exemption exemption, authorization or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority Requirement of Law or agencyContractual Obligation, and no lapse of a waiting period under any Requirement of Law or of any other person or entityContractual Obligation, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement against, against the Warrant Holder Company of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the executionexecution by, delivery or performance by, or enforcement against, the Warrant Series E Holder of this Warrant Agreement and each of the other documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder it of this Warrant Repurchase Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization, or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority or agencyRequirement of Law, or and no lapse of any other person or entitya waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance byby (including, without limitation, the payment of interest on the Note), or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.enforcement

Governmental Authorization; Third Party Consents. No approval, consent, complianceexemption, exemption or authorization of any governmental authority or agencyauthorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement againstagainst the Company of this Agreement, the Warrant Holder of this Warrant Preferred Shares, the Registration Rights Agreement or the transactions contemplated herebyhereby or thereby, except for the filing required under the HSR Act.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization, or authorization of other action by, or notice to, or filing with, any governmental entity or authority or agency, or of any other person or entityentity in respect of any law or Contractual Obligation, and no lapse of a waiting period under any law or Contractual Obligation, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Investor of this Warrant Agreement and the other Transaction Documents to which it is a party or the consummation of the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No Except for the Required Consents, no approval, consent, complianceexemption, exemption authorization, or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority or agencyRequirement of Law, or and no lapse of any other person or entitya waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance byby such Purchaser, or enforcement againstagainst such Purchaser, the Warrant Holder of this Warrant Agreement or the transactions contemplated herebyconsummation of the Contemplated Transactions.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, notice to, or of filing with, any Governmental Authority or any other person or entityperson, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Company of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Buyer, of this Warrant Agreement or the transactions contemplated herebyAgreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityin respect of any requirement of law, and no lapse of a waiting period under a requirement of law, is necessary or required in connection with the execution, delivery or performance by, by Radiant or enforcement against, the Warrant Holder against Radiant of this Warrant Agreement to which any such person is a party or the transactions contemplated herebythereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the exchange for the Exchanged Shares) by, or enforcement against, the Warrant Holder Stockholder of this Warrant Agreement or the transactions contemplated herebyby this Agreement.

Governmental Authorization; Third Party Consents. No Governmental Approval and no approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any other person or entityPerson, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement againstagainst the Company of this Agreement, the Warrant Holder of this Warrant Agreement other Transaction Documents or the transactions contemplated herebyTransactions.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder such Investor, of this Warrant Agreement or the transactions contemplated herebyAgreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Entity or any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Common Stock) by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agencyexemption, authorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under an Applicable Law, is necessary or required in connection with the execution, delivery or performance byby the Company, or enforcement againstagainst the Company, the Warrant Holder of this Warrant Agreement or Agreement, other than compliance with the transactions contemplated herebyHSR Act.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization, or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority or agencyRequirements of Law, or and no lapse of a waiting period under any other person or entityRequirements of Law, is necessary or required in connection with the execution, delivery or performance byby such Purchaser (including, without limitation, the acquisition of the Note) or enforcement against, the Warrant Holder against such Purchaser of this Warrant Agreement or the other Transaction Documents or the transactions contemplated herebythereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agencyexemption, authorization, or of other action by, or notice to, or filing with, any other person or entity, Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Borrower of this Warrant Agreement the Note Documents to which it is a party or the transactions contemplated herebyconsummation of the Transactions, other than filings to perfect Liens granted under the Collateral Documents.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption Authorization of or authorization of with any governmental authority Governmental Authority or agency, or of any other person or entity, Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement or the transactions contemplated herebyby this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance action by, or enforcement againstnotice to, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.filing with, any

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Company, of this Warrant Agreement or the transactions contemplated herebyAgreement.

Governmental Authorization; Third Party Consents. No Except as set forth herein, no approval, consent, complianceexemption, exemption authorization, or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityin respect of any requirement of law, and no lapse of a waiting period under a requirement of law, is necessary or required in connection with the execution, delivery or performance byby the Purchaser, or enforcement againstagainst GuangMing, the Warrant Holder of this Warrant Agreement or the transactions consummation of the contemplated herebytransactions.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption or authorization of any governmental authority or agencyexemption, authorization, or of other action by, or notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under an Applicable Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by the Warrant Holder Company of this Warrant Agreement the Purchase Agreements or the transactions contemplated hereby.Subsidiary Corporation of this

Governmental Authorization; Third Party Consents. No approval, ------------------------------------------------ consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Company of this Warrant Agreement or the transactions contemplated hereby, except for any such approval, consent, compliance, exemption or authorization which has been waived or obtained as of the Date of Grant.

Governmental Authorization; Third Party Consents. No material approval, consent, compliance, exemption exemption, authorization, or authorization other action by, or notice to, or filing with, any governmental entity or authority or any other Person in respect of any governmental authority Law or agencyContractual Obligation, and no lapse of a waiting period under any Law or of any other person or entityContractual Obligation, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder Company of this Warrant Agreement or the consummation of the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Transferred Shares) by, or enforcement against, the Warrant Holder Seller of this Warrant Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption Authorization of or authorization of with any governmental authority Governmental Authority or agency, or of any other person or entity, Person is necessary or required in connection with for the execution, delivery or performance by, or enforcement against, the Warrant Holder Company of this Warrant Agreement, the Securities Purchase Agreement or the transactions contemplated hereby.consummation of the Transactions..

Governmental Authorization; Third Party Consents. No Except for the Required Consents, no approval, consent, complianceexemption, exemption authorization, or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority or agencyRequirement of Law, or and no lapse of any other person or entitya waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance byby such Purchaser, or enforcement againstagainst such Purchaser, the Warrant Holder of this Warrant Agreement or the transactions contemplated herebyconsummation of the Contemplated Transaction.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of other action by, or notice to, or filing with, any governmental authority or agency, or of any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the delivery of the Shares) by, or enforcement against, Xxxxx in this Agreement and each of the Warrant Holder of this Warrant Agreement other documents to which Xxxxx is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Entity or any other person or entityperson, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Notes and Warrants) by, or enforcement against, the Warrant Holder Purchaser of this Warrant Agreement to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization other action by, or notice to, or filing with, any third party or governmental authority in respect of any governmental authority or agency, or requirement of any other person or entity, law is necessary or required in connection with the execution, delivery or performance by, by or enforcement against, against the Warrant Holder Company of this Warrant Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any governmental authority or agencyRequirement of Law, or and no lapse of any other person or entitya waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, by the Company or enforcement against, against the Warrant Holder Company of this Warrant Agreement the Transaction Documents or the transactions contemplated herebythereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption exemption, authorization or authorization of any governmental authority or agencyother action by, or of notice to, or filing with, any Governmental Authority or any other person or entityPerson, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the exchange for the Preferred Stock, Warrant or Note) by, or enforcement against, the Warrant Holder Company of this Warrant Agreement or the transactions contemplated herebyby this Agreement.