Common use of Governmental Consent, etc Clause in Contracts

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby.

Governmental Consent, etc. No consent, approval or authorization of of, or designation, declaration or filing with with, any governmental authority on the part of the Company is required in connection with the valid execution execution, delivery, and delivery performance of this Agreement, Agreement or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated herebyby this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulation.

Governmental Consent, etc. No permit, consent, approval or authorization of of, or designation, declaration to or filing with with, any governmental authority on the part of the Company is required in connection with the valid execution execution, delivery and delivery performance by the Company of this Agreement, Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by the Company of any other transaction contemplated herebyhereby or thereby.

Governmental Consent, etc. No consent, approval approval, or authorization of of, or designation, declaration or filing with with, any governmental authority on the part of the Company is required in connection with for the valid execution and delivery of this Agreement, the Agreement or the valid offer, issue, sale or issuance and delivery of the Shares, shares sold by the Company pursuant hereto except for such as have already been obtained or the consummation of any other transaction contemplated herebymade.

Governmental Consent, etc. No permit, consent, approval or authorization of of, or designation, declaration to or filing with with, any governmental authority on the part of the Company is required in connection with the valid execution execution, delivery and delivery performance by the Company of this Agreement, Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by the Company of any other transaction transactions contemplated herebyhereby or thereby.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this AgreementAgreement (including all Exhibits annexed hereto), or the offer, sale or issuance of the SharesSecurities, or the consummation of any other transaction contemplated hereby, except as may be required by applicable securities laws.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except such filings as may be required to be made with the SEC.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, Shares or the consummation of any other transaction contemplated hereby.

Governmental Consent, etc. No consent, approval or authorization of (or designation, declaration or filing with with) any governmental authority or the National Association of Securities Dealers, Inc., on the part of the Company is required in connection with the valid execution and execution, delivery or performance of this Agreement, or the offer, sale or issuance of the SharesWarrants and the Shares pursuant hereto, or the consummation of any other transaction contemplated hereby.

Governmental Consent, etc. No permit, consent, approval or authorization of of, or designation, declaration to or filing with with, any governmental authority on the part of the Company is required in connection with the valid execution execution, delivery and delivery performance by the Company of this Agreement, Agreement or the offer, sale or issuance of the Sharesother agreements contemplated hereby, or the consummation by the Company of any other transaction transactions contemplated herebyhereby or thereby, except as set forth on the attached "CONSENTS SCHEDULE" and except as expressly contemplated herein or in the exhibits hereto except for filings under applicable securities laws.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company Investor is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, Transaction Agreements or the consummation of any other transaction contemplated herebyby the Transaction Agreements.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the SharesDebenture, or the consummation of any other transaction contemplated hereby, except the filing with the SEC of a registration statement for the purpose of registering the Common Stock underlying the Debenture.

Governmental Consent, etc. No consent, approval or authorization of any governmental authority or person, or designation, declaration or filing with any governmental authority on the part of the Company or any Subsidiary, is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, Agreement or the consummation of any other transaction the Merger contemplated hereby, other than those consents, approvals, authorizations, designations, declarations or filings referred to in Section 6.1(a) or listed on SCHEDULE 2.5.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the SharesConvertible Debentures and Warrants hereunder, or the consummation of any other transaction contemplated hereby.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby., except such filings as may be required to be made with the SEC and the National Association of Securities Dealers, Inc.

Governmental Consent, etc. No further permit, consent, approval or Approval, authorization of or designationof, declaration to, or filing with any governmental authority on the part of the Company Governmental Entity is required in connection with the valid execution execution, delivery and delivery performance of this Agreement, or Agreement by the offer, sale or issuance of the Shares, Company or the consummation by the Company of any other transaction transactions contemplated hereby, except as have already been obtained or accomplished.

Governmental Consent, etc. No permit, consent, approval or authorization of of, or designation, declaration to or filing with with, any governmental authority on the part of the Company is required in connection with the valid execution execution, delivery and delivery performance by the Company of this Agreement, Agreement or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated herebyTransaction Documents.

Governmental Consent, etc. No consent, approval or authorization of -------------------------- of, or designation, declaration or filing with with, any governmental authority on the part of the Company is required in connection with the valid execution execution, delivery, and delivery performance of this Agreement, Agreement or the offer, sale or issuance of the SharesStock, or the consummation of any other transaction contemplated herebyby this Agreement except certain filings as may be required under the Securities Act and state securities laws and regulations, which filings will be made timely in accordance with the applicable law or regulation.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this the Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing of a Form D notice.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreementthe Agreements, or the offer, sale or issuance of the Shares, Preferred (and the Common Stock issu- able upon conversion of the Preferred) or the consummation of any other transaction contemplated herebythereby.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any state or federal governmental authority on the part of the Company is required in connection with the valid execution execution, delivery and delivery performance of this Agreement, or Agreement and the offer, sale or issuance of the SharesNotes, or the consummation of any other transaction contemplated herebyhereby or thereby or by the exhibits hereto and thereto.

Governmental Consent, etc. No Except for the filing of any required Form D, no consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Sharessecurities hereunder, or the consummation of any other transaction contemplated hereby.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the effectuation of the Conversion, the offer, sale or issuance of (in the Shares, or the consummation of any other transaction contemplated hereby.case of

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except such filings as may be required to be made with the SEC and the U.S. Patent and Trademark Office.

Governmental Consent, etc. No consent, approval approval, order or authorization of of, or registration, qualification, designation, declaration declaration, or filing with with, any governmental authority is required on the part of the Company is required or any Seller in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance consummation of the Shares, or the consummation of any other transaction transactions contemplated herebyby this Agreement.