Common use of Governmental Consents Clause in Contracts

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities laws.

Governmental Consents. No consent, approval, order, qualification or ---------------------- authorization authority of, or registration, qualification, designation, declaration, registration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company or the Subsidiary is required in connection with the execution valid execution, delivery or performance of this Agreement and Agreement, or the offer, sale or issuance of the Note Conversion Shares, or the consummation of any transaction contemplated hereby, except such filings as have been made prior to the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsdate hereof.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with for the execution execution, delivery, and performance by the Company of this Agreement and the consummation offer, issuance, and sale of the transactions contemplated hereby or therebyShares, other than except for filings required under federal and that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except the filing of the Restated Certificate with the Secretary of State of the State of Delaware and any filings as may be required under state and federal and state securities laws.

Governmental Consents. No permit, consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby or therebyhereby, other than except for filings required pursuant to Regulation D under federal the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to applicable state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than filings required under federal and applicable state securities laws.laws and Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). --------------

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except for the post-sale filings required under pursuant to applicable federal and state securities laws, which the Company undertakes to file within the applicable time periods.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for notices required or therebypermitted to be filed with the Principal Market or certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except for any post-sale filings required under federal and pursuant to applicable state securities laws, which filings will be effected within the applicable time periods.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority (each, a “Governmental Entity”) on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement issuance and the consummation sale of the transactions contemplated hereby or therebyShares and Warrants to the Purchasers, other than except such filings as have been made prior to the date hereof, and such additional post-Closing filings as may be required under to comply with applicable state and federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for any filing required by federal or thereby, other than filings required under federal and state securities lawslaws and except, under certain circumstances, for filings and notifications under the Xxxx-Xxxxx-Xxxxxx Improvements Act of 1976, as amended, where applicable.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, stateregional, local, state or provincial local governmental authority on the part of the Company or the Subsidiary Seller is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary such Purchaser is required in connection with the valid execution and delivery by such Purchaser of this Agreement and the Transaction Documents to which it is a party, or the consummation by such Purchaser of the transactions contemplated hereby or therebyby the Transaction Documents to which it is a party, other than except for such filings required under federal and state securities lawsas have been made prior to the Closing.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except filings, if any, pursuant to the securities laws of the states of residence of the Investor, or thereby, such other than post-closing filings required under federal and state securities lawsas may be required.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, with any federal, state, local, or provincial governmental authority Governmental Entity on the part of the Company or the any Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with (i) the execution of this Agreement execution, delivery and the consummation performance of the transactions contemplated hereby or therebyTransaction Documents, other than and (ii) the issuance, sale and delivery of the Shares, except for such filings required under pursuant to applicable federal and state securities laws and blue sky laws, which filings, if any, will be effected by the Company within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary Companies is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by the Transaction Documents, except for notices required or therebypermitted to be filed with certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Authority on the part of the Company or the Subsidiary Guarantors is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except (1) any filings required under federal and state by applicable securities laws, rules and regulations; or (2) such other post-closing filings as may be required.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except for customary “blue sky” and Regulation D filings required under state and federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Note, other than except for filings required under federal pursuant to applicable securities laws and state securities lawsRegulation D of the Securities Act.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Subscription, other than except for filings required under federal and pursuant to any applicable state securities lawslaws and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than by this Agreement except for (i) filing with the Securities and Exchange Commission on Form 10-C; (ii) Shareholder Approval; and (iii) such filings required under federal and state securities lawsas have been made.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for any filings that may be required pursuant to state or thereby, other than filings required under federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than filings except for the filings, if any, required under federal and pursuant to applicable state securities lawsor blue sky laws and any filing pursuant to Regulation A+ of the Securities and Exchange Commission (“SEC”).

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary Purchaser is required in connection with the valid execution and delivery by the Purchaser of this Agreement and the Transaction Documents to which it is a party, or the consummation by the Purchaser of the transactions contemplated hereby or therebyby the Transaction Documents to which it is a party, other than except for such filings required under federal and state securities lawsas have been made prior to the Closing.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, except for filings pursuant to state securities laws (all of which have been made by the Company, other than filings those that are required under federal to be made after the Closing and state securities that will be duly made within the time period required by such laws).

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement and/or the Notes, other than except for filings required under federal and pursuant to applicable state securities lawslaws and Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, except for the filing of a Form D and any other than filings required be made under federal the laws of the state in which the investor resides, which will be made as required by such laws and state securities lawsthe filing of a registration statement and all amendments thereto with the SEC as contemplated by this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for (i) notices required or therebypermitted to be filed with certain state and federal securities commissions, other than filings required under federal which notices will be filed on a timely basis, and state securities laws(ii) the HSR Filings.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby the Agreement, other than filings required under except for the federal and state securities laws.law filings to be made by the Company as set forth on the Schedule of Exceptions attached hereto as Exhibit B.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or the Subsidiary Governmental Entity is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and the related transaction documents, except for registration or therebyqualification, other than filings required or taking such action to secure exemption from such registration or qualification, of the Purchased Shares under applicable state or federal and state securities laws, which actions shall be taken, by and at the expense of the Company, on a timely basis as may be required.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than by this Agreement and the Registration Rights Agreement except for (i) filing with the Securities and Exchange Commission on Form 10-C; and (ii) such filings required under federal and state securities lawsas have been made.

Governmental Consents. No Except as otherwise disclosed in the Registration Statement or pursuant to any applicable state securities laws, no permit, consent, approval, order, approval or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration to or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution execution, delivery and performance by the Company of this Agreement and Agreement, or the consummation by the Company of the any other transactions contemplated hereby or thereby, other than filings required under federal and state securities lawshereby.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, qualification or filing with, any federal, state, local, state or provincial local governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than filings except for filings, if any, required under federal and pursuant to applicable state securities laws, which filings will be made within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution and delivery of this Agreement Warrant and the consummation offer, issuance, sale and delivery of the transactions contemplated hereby or therebyShares, other than except such filings as shall have been made prior to and shall be effective on and as of the date of this Warrant, and except for filings required under by federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the valid execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, or the consummation by the Company of the transactions contemplated hereby by the Transaction Documents to which it is a party, except for filings pursuant to federal or thereby, other than filings required under federal and state securities lawslaws and the filing of the Certificate of Designation with the Secretary of State of Delaware.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation issuance of the transactions contemplated hereby or therebyIssue Shares and Warrants, other than except for such filings as are required under pursuant to applicable federal and state securities laws and blue sky laws, which filings will be effected within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization --------------------- of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary its Subsidiaries is required in connection with the valid execution and delivery of this Agreement and Agreement, or the consummation offer, sale or issuance of the transactions contemplated hereby or therebyShares hereunder, other than filings required under federal and state securities lawsexcept such as has already been obtained.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority (each, a “Governmental Entity”) on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement issuance and the consummation sale of the transactions contemplated hereby or therebyShares to the Purchasers, other than except such filings as have been made prior to the date hereof, and such additional post-Closing filings as may be required under to comply with applicable state and federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, with any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for notices required or therebypermitted to be filed with certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for any filings that may be required pursuant to state or thereby, other than filings required under federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby described in this Agreement, except those as shall have been obtained or thereby, other than filings required under federal and state securities lawsmade prior to the Closing.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for notices required or therebypermitted to be filed with certain state and federal securities commissions, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Entity is required on the part of the Company in order to enable the Company to execute, deliver and perform its obligations under this Agreement or the Subsidiary is required in connection with the execution of this Agreement Company Related Agreements and the consummation of to consummate the transactions contemplated hereby or thereby, other than filings required under federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, by this Agreement and such other than filings as may be required under federal and by applicable state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority (each, a “Governmental Entity”) on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement issuance and the consummation sale of the transactions contemplated hereby or therebyShares and Warrants to Purchaser, other than except such filings as have been made prior to the date hereof, and such additional post-Closing filings as may be required under to comply with applicable state and federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions sale of the Notes to the Investor as contemplated hereby or thereby, other than filings required under federal and state securities lawshereby.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except for post-Closing filings as may be required under federal and applicable state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary any of its subsidiaries is required in connection with the execution issuance of this Agreement and the Purchased Shares to the Investor, or the consummation of the other transactions contemplated hereby or thereby, other than filings required under federal and state securities laws.by this Agreement

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except for the notification pursuant to an Application for Listing of Additional Shares to The Nasdaq Stock Market and filings required under federal and pursuant to applicable state securities lawslaws and Regulation D of the Securities Act.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority on Governmental Authority having jurisdiction over the part business of the Company Purchaser or the Subsidiary any of its Affiliates is required in connection with the execution of transactions contemplated by this Agreement and or the consummation of the transactions contemplated hereby or therebyLicense Agreement, other than filings required under federal and state securities lawsexcept where failure to obtain such would not have a Material Adverse Effect.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary company is required in connection with the execution of this Agreement and the consummation of the transactions transaction contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization --------------------- of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial foreign governmental authority on the part of any of the Company or the Subsidiary Companies is required in connection with the execution consummation of this Agreement and the consummation Acquisition, the Contemplated Public Offering or any of the transactions contemplated hereby by this Agreement or thereby, the other than filings required under federal and state securities lawsLoan Documents.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or declaration of filing with, any federal, state, local, or provincial local governmental authority (other than filings required to be made under applicable Federal and State securities laws) on the part of the Company or the Subsidiary Licensee is required in connection with the execution authorization, execution, delivery of this Agreement and performance of all obligations of Licensee under this Agreement, and the consummation authorization, issuance and delivery of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsShares pursuant to this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by the Agreement, except for registration or therebyqualification, other than filings required or taking such action to secure exemption from such registration or qualification, of the Shares under applicable state or federal and state securities laws, which actions shall be taken, by and at the expense of the Company, on a timely basis as may be required.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement or thereby, other than filings required under federal the Registration Rights Agreement except for (a) the approval by the NASDAQ Stock Market of the listing of the Shares and state securities laws(b) the filing of one or more registration statements and all amendments thereto with the Commission as contemplated by the Registration Rights Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority (other than filings required to be made under applicable federal and state securities laws) on the part of the Company or the Subsidiary is required in connection with the execution authorization, execution, delivery of this Agreement the Transaction Documents and performance of all obligations of Company under the Transaction Documents, and the consummation authorization, issuance and delivery of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsSecurities.

Governmental Consents. (i) No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for such notices required or therebypermitted to be filed with certain state and federal securities commissions after the date of this Agreement, other than filings required under federal and state securities lawswhich notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order, qualification or ---------------------- authorization of, or of registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company or the Subsidiary XXXXXXXXX.XXX is required in connection with the execution valid execution, delivery or performance of this Agreement and Agreement, or the offer, sale or issuance of the Shares or the consummation of the transactions any transaction contemplated hereby or therebyhereby, other than except such additional filings required under as will be made by XXXXXXXXX.XXX to comply with applicable state and federal and state securities laws, and with applicable general corporation laws of the various states.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization --------------------- of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Authority is required on the part of the Company or the Subsidiary is required Holdings in connection with the execution and delivery of this Agreement or the Holdings Transaction Documents, or the transfer and the consummation delivery of the transactions contemplated hereby or therebyLLC Interest, other than except such filings required under federal as shall have been made prior to and state securities lawsshall be effective on and as of the Closing.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for filings pursuant to any state or thereby, other than filings required under federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution offer, sale or issuance of this Agreement and Units, except for the consummation following: (i) the filing by the Company of the transactions contemplated hereby or thereby, other than filings such notices as may be required under federal the Securities Act and (ii) the compliance with any applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, except for the filing of a Form D and any other than filings required be made under federal the laws of the state in which the Investor resides, which will be made as required by such laws and state securities lawsthe filing of a registration statement and all amendments thereto with the SEC as contemplated by this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except for filings required under federal pursuant to the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”) and any applicable state securities lawslaws and the rules and regulations promulgated thereunder.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by the Loan Documents, except such as has been duly and validly obtained or therebyfiled, other than or with respect to any filings required under federal and state securities lawsthat must be made after the Closing, as will be filed in a timely manner.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for such filings as may be required to be made pursuant to applicable federal or thereby, other than filings required under federal and state securities laws, and except for such consents, approvals, authorizations or orders the absence of which, either individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than filings required under except for the federal and state securities lawslaw filings to be made by the Company as necessary.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for notices required or therebypermitted to be filed with Nasdaq, other than filings required under federal the SEC and with certain state securities lawscommissions after the Closing, which notices will be filed on a timely basis.

Governmental Consents. No Other than as stated herein, no consent, approval, order, or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federalnational, state, local, county or provincial local governmental authority or any non-government person on the part of the Company or the Subsidiary Sellers is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or authorization ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution valid execution, delivery and performance of this the Agreement and the consummation Other Agreements, except for the notification of change in ownership to be filed with the transactions contemplated hereby or thereby, other than Small Business Administration and filings required under federal and by applicable state securities laws, all of which shall be properly and timely filed by the Company.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement and the other Transaction Agreements, other than filings required except for the filing of the Amended and Restated AOA with the Companies’ Registrar, the increase of the share capital of the Company and the registration of the various charges created under federal and state securities lawsthe Security Documents with the applicable Governmental Authorities.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the valid execution and delivery of this Agreement and Agreement, or the consummation offer, sale or issuance of the transactions contemplated hereby Preferred Shares hereunder, except such as has already been obtained or thereby, other than filings as is not required under federal and state securities lawsto be obtained prior to the First Closing.

Governmental Consents. No consent, approval, order, order or ---------------------- -------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary any Seller is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement or therebythe Management Agreement or in connection with the performance by the Company of any of its obligations hereunder or thereunder including but not limited to, other than the valid offer, issue, sale or delivery of the Shares, except for the filings required under pursuant to applicable federal securities laws and state securities lawsthe respective rules thereunder.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, stateforeign, local, state or provincial local governmental authority is required on the part of the Company or the Subsidiary is required any of its subsidiaries in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby the Investment Agreements, other than except for filings required under federal and pursuant to applicable state securities lawslaws and Regulation D of the Securities Act of 1933, as amended (the "Securities Act").

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, which consent, approval or thereby, other than filings required under federal and state securities lawsauthorization has not been obtained.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than filings required under except for the federal and state securities lawslaw filings to be made by the Company as set forth on the Schedule of Exceptions.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with (i) the execution of execution, delivery and performance this Agreement Agreement, and (ii) the consummation issuance, sale and delivery of the transactions contemplated hereby or therebyShares, other than except for such filings required under pursuant to applicable federal and state securities laws and blue sky laws, which filings, if any, will be effected by the Company within the required statutory period.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement and the other Transaction Agreements, other than filings required except for the IIA Approval, filing of the Amended and Restated AOA with the Companies’ Registrar, the increase of the share capital of the Company and the registration of the various charges created under federal and state securities lawsthe Security Documents with the applicable Governmental Authorities.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any U.S. federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- --------------------- authorization of, or registration, qualification, designation, declaration, declaration or ----------- filing with, any federalFederal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than by this Agreement except for such filings as may be required under federal by applicable Federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any foreign, federal, state, local, state or provincial local governmental authority on the part of the Company or the any Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than filings required under federal and state securities laws.except

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary Subsidiaries is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities laws.by this Agreement

Governmental Consents. No consent, approvalaction, order, approval or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, localGovernmental Entity is required to authorize, or provincial governmental authority on the part of the Company or the Subsidiary is otherwise required in connection with with, the execution and delivery of this Agreement and the consummation by Buyer or Buyer's performance of the transactions contemplated hereby terms of this Agreement or therebythe validity or enforceability hereof against Buyer, other than filings required under federal and state securities lawsexcept for Customary Post-Closing Consents.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization --------------------- of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of either of the Company Manager or the Subsidiary GP is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, except for the filing of a Form D and any other than filings required to be made under federal the securities laws of the state in which each Investor resides, which will be made by the Company as required by such laws, and state securities lawsthe filing of a registration statement and all amendments thereto with the SEC as contemplated by this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority is required on the part of the Company or the Subsidiary is required in connection with the execution and delivery of this Agreement or the offer, issuance, sale and the consummation delivery of the transactions contemplated hereby or therebyShares. Based in part on the representations made by the Purchaser in Section 4 of this Agreement, other than filings required under federal the offer and sale of the Shares to the Purchaser will be in compliance with applicable Federal and state securities laws.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Amendment and the other New Transaction Agreements, other than filings required except for [the filing of the Amended and Restated AOA with the Companies’ Registrar, the increase of the share capital of the Company and] the registration of the various charges created under federal and state securities lawsthe New Security Documents with the applicable Governmental Authorities.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualificationdeclaration of, designation, declaration, or qualification or filing with, any federalGovernmental Entity, state, local, or provincial governmental authority on the part of the Company or the Subsidiary is required by or with respect to either of Sellers or Stockholder in connection with the execution execution, delivery and performance of this Agreement and or the consummation of the transactions contemplated hereby hereby, except for such consents, approvals, orders, authorizations, registrations, declarations, qualifications or thereby, other than filings as may be required under federal and or state securities lawslaws in connection with the transactions contemplated hereby.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than filings required under federal except the approval of the assignment and state securities laws.transfer of the R&D Contracts

Governmental Consents. No consent, approval, order, order or ---------------------- ----------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or the Subsidiary Buyer is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, other than filings required under federal and state securities lawsby this Agreement.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with for the execution execution, delivery, and performance by the Company of this Agreement the Transaction Documents and the consummation offer, issuance, and sale of the transactions contemplated hereby or therebyShares, other than except for post-sale filings required under pursuant to applicable state and federal and state securities laws, which will be made by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, by the Company Agreements other than those filings required under federal and state securities lawsto be made to perfect the security interests granted by the Company pursuant to the Company Agreements.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, stateprovincial, local, state or provincial local governmental authority or from or to an other Person on the part of the Company or the Subsidiary Seller is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, other than except filings required under pursuant to federal and state securities laws, which filings will be effected no later than the time such filings are required to be filed, or such other post-closing filings as may be required.

Governmental Consents. No consent, approval, order, order or ---------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority ("Consents and Filings") on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, except for (i) such Consents and Filings as have been or therebywill be obtained or made prior to the Closing, other than (ii) pre-sale filings as may be required under federal and applicable state or foreign securities laws.laws which have been or will be timely filed and