Common use of No Consents Required Clause in Contracts

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities Units and the shares of Common Stock and the Warrants included in the Units under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state or foreign securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities Units and the Ordinary Shares and the Warrants included in the Units under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof Public Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities Public Units and the shares of Common Stock and the Public Warrants included in the Public Units under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Public Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority Governmental Authority is required for the execution, delivery and performance by the Company Depositor of each of the Transaction Basic Documents, the issuance and sale of the Securities Certificates and compliance by the Company Depositor with the terms thereof and the consummation of the transactions contemplated by the Transaction Basic Documents, except for the registration of the Securities Certificates under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as have already been obtained or as of the Closing Date will have been obtained or such as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Offered Certificates by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority Governmental Authority is required for the execution, delivery and performance by the Company Depositor of this Agreement, each of the Transaction Basic Documents, the issuance and sale of the Securities Certificates and compliance by the Company Depositor with the terms hereof and thereof and the consummation of the transactions contemplated by this Agreement and the Transaction Basic Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as have already been obtained or as of the Closing Date will have been obtained or such as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Offered Certificates by the Underwriters.

No Consents Required. No consent, approval, authorizationauthorization or order of, order, registration or qualification of with, any governmental body or with any court or arbitrator or governmental or regulatory authority agency is required for the execution, delivery and performance by either of the Company Transaction Entities of its respective obligations under each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities and the issuance of the Guarantee and compliance by each of the Company Transaction Entities with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (A) as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersUnderwriters and (B) as have been obtained prior to the date herewith.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities Public Units, the Ordinary Shares, the Public Warrants and the Public Rights under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Public Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of of, or with with, any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and or the compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the offer and sale of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by (including the Company with issuance of the terms thereof Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction Documents, except for (i) such as has been obtained or made, (ii) the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and (iii) registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, execution and delivery of this Agreement and the performance by the Company and ▇▇▇▇▇▇▇▇ ▇▇▇▇ of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities and compliance Shares by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, in each case to the extent such transactions are to be performed or consummated in connection with the offering contemplated by this Agreement, except for the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc., the Exchange or under applicable state or foreign securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority or any stock exchange authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities by the Company and compliance by the Company with the terms thereof thereof, and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required (i) under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers and (ii) with respect to the Exchange Securities (including the related guarantees) under the Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement.

No Consents Required. No consent, approval, authorization, order, registration registration, filing or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and the compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or federal, state, local or foreign governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities Units and the Ordinary Shares and the Warrants included in the Units under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company Issuer and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company Issuer and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by (including the Company with issuance of the terms thereof Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Offering Memorandum, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each this Agreement and the Forward Sale Agreements, the issuance, sale and delivery of the Transaction Documents, Offered Shares and the issuance and sale of Shares issuable pursuant to the Securities and compliance by the Company with the terms thereof Forward Sale Agreements and the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsForward Sale Agreements, except for the registration of the Securities offer and sale of the Offered Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Offered Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by (including the Company with issuance of the terms thereof Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Offering Memorandum, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers or under the bylaws, rules and regulations of The New York Stock Exchange (the “Exchange”) with regards to listing the Conversion Shares and the Warrant Shares on the Exchange.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities and the issuance of the Guarantees and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by each of the Company Parties of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities Units and the shares of Common Stock and the Warrants included in the Units under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, filing, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Securities Shares by the Company, and compliance by the Company with the terms thereof hereof and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Securities Shares under the Securities Act, those required by the qualification of the Indenture under the Trust Indenture Act Financial Industry Regulatory Authority, Inc. (“FINRA”), and such consents, approvals, authorizations, orders and orders, filings, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each any of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof Notes and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities Notes under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state or foreign securities laws in connection with the purchase and distribution of the Securities Notes by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Securities and compliance by the Company with of any of the terms thereof and Shares or the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement, except for such additional steps as may be required by the Financial Industry Regulatory Authority (“FINRA”), the registration of the Securities offer and sale of the Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriterslaws.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof this Agreement and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except (i) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), (ii) as may be required under the rules and regulations of the Exchange in connection with the listing of the Shares and (iii) for the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities (and compliance by the Company with issuance of the terms thereof Securities, if any, upon conversion thereof) and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Prospectus, except (i) for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and (ii) for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required (i) under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers and (ii) with respect to the Exchange Securities (including the related guarantees) under the Securities Act, the Trust Indenture Act and applicable state securities laws as contemplated by the Registration Rights Agreement.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance of the Shares and sale of the Securities and compliance by Offered ADSs, the Company deposit of the Shares with the terms thereof and Depositary against issuance of the Offered ADSs or the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities Shares and the ADSs under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities ADSs by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters, and except for such consents, approvals, authorizations, orders or filings the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Securities and compliance Shares to be sold by the Company with hereunder, the terms thereof issuance by the Company of the Shares to be issued upon the exercise of the Options and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and Evolent Health of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities and compliance by the Company with (including the terms thereof issuance of the Maximum Number of Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Offering Memorandum, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as that (i) have been obtained or made or (ii) may be required by the New York Stock Exchange (the “Exchange”) and under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities or blue sky laws or regulations or Financial Industry Regulatory Authority, Inc. laws or regulations in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and Securities, the compliance by the Company with the terms thereof and or the consummation of the transactions contemplated by the Transaction Documentshereby, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) that shall have been obtained or made on or prior to the Closing Date and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by (including the Company with the terms thereof issuance of any Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Offering Memorandum, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and Securities, the compliance by the Company with the terms thereof and or the consummation of the transactions contemplated by the Transaction Documentshereby, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) that shall have been obtained or made on or prior to the Closing Date; and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities Shares and compliance by the Company with the terms thereof Private Placement Shares and the consummation of the transactions contemplated by the Transaction Documents, except for (i) such as has been obtained or made, (ii) the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and (iii) registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorizationauthorization or order of, order, registration or qualification of with, any governmental body or with any court or arbitrator or governmental or regulatory authority agency is required for the execution, delivery and performance by the Company of its obligations under each of the Transaction DocumentsDocuments , the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and Act, (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the UnderwritersUnderwriters or (iv) the absence of which would not, singly or in the aggregate, have a Material Adverse Effect.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities and the issuance of the Guarantees and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company or the Guarantors of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company or the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state or foreign securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of this Agreement, the Transaction DocumentsWarrant Agreement, the issuance and sale of the Securities Shares, the issuance of the Representative Warrant and compliance by the Company with the terms thereof Representative Warrant Shares, and the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsWarrant Agreement, except for the registration of the Securities Shares and the Representative Warrant Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of of, or with filing with, any governmental agency or body or any court or arbitrator or governmental or regulatory authority is required for in connection with the execution, delivery and or performance by the Company of each of the Transaction Documents, or in connection with the issuance and or sale of the Securities by the Company to the Underwriters, and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as have been obtained by the Company and, except (i) for the registration of the Securities under the Securities Act, (ii) for the qualification of the Indenture under the Trust Indenture Act, (iii) periodic and other reporting requirements under the Exchange Act or (iv) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwritersor “blue sky” laws.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of this Agreement or the Transaction DocumentsSubscription Agreements, the issuance and sale of the Securities and compliance Shares to be sold by the Company with the terms thereof hereunder or thereunder and the consummation by the Company of the transactions contemplated by this Agreement and the Transaction DocumentsSubscription Agreements, except for the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or the rules of the National Association of Securities Dealers in connection with the purchase and distribution of the Securities Public Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the executionexecution and delivery by the Company of this Agreement, delivery the Registration Rights Agreement, the Indenture, the Securities and the Exchange Securities and the performance by the Company of each of the Transaction Documents, the issuance its obligations hereunder and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documentsthereunder, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or the securities laws of any foreign jurisdictions in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers and except such as may be required under applicable state securities laws or the securities laws of any foreign jurisdictions with respect to the Company’s obligations under the Registration Rights Agreement.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof this Agreement and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriters or (ii) such consents, approvals, authorizations, orders, registrations or qualifications as shall have been obtained or made prior to the Closing Date.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof this Agreement and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriter or (ii) such consents, approvals, authorizations, orders, registrations or qualifications as shall have been obtained or made prior to the Closing Date.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, Documents (including the issuance and sale of the Securities and compliance by the Company with the terms thereof Securities) and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, reporting obligations under the Exchange Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company or any Guarantor of each of the Transaction DocumentsTerms Agreement, the Indenture and the Securities, the issuance and sale of the Securities and compliance by the Company and the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction DocumentsTerms Agreement and the Indenture, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the Parent of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities (including the Guarantee) and compliance by the Company and the Parent with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersUnderwriters or (ii) which have been obtained prior to the Closing Date.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may have been obtained or made prior to the Closing Date or as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except in each case for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and Act, such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws of any state or foreign jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Securities Shares and compliance the consummation by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documentshereby and thereby, except for the registration of the Securities Shares under the Securities Act, the qualification filing of the Indenture under Certificate of Designations with the Trust Indenture Act Secretary of State of the State of Delaware and such consents, approvals, authorizations, orders and registrations or qualifications as have been obtained or may be required under (i) applicable state securities laws of any state, (ii) applicable securities laws of any non-U.S. jurisdiction or (iii) the rules of the Financial Industry Regulatory Authority (“FINRA”) in connection with the purchase and distribution resale of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company Issuer and the Guarantor of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities Securities, the issuance of the Guarantee and compliance by the Company Issuer and the Guarantor with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for those that have been obtained, the registration of the Securities and the Guarantee under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each any of the Transaction Documents, the issuance and sale of the Securities and Notes or the compliance by the Company with the terms thereof and or the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities offer and sale of the Notes under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Notes by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms hereof and thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, filing, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities (and the Guarantees) by the Company and the Guarantors, and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders orders, filings and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory agency, authority or body is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Securities and compliance by the Company with the terms thereof Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the (i) registration of the Securities Shares under the Securities Act, (ii) as required by the qualification rules and regulations of the Indenture under the Trust Indenture Act Nasdaq Global Select Market and FINRA (as defined below), and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersManager.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws of any state or other jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities and the issuance of the Guarantees, and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof this Agreement and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except (i) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), (ii) as may be required under the rules and regulations of the Exchange in connection with the listing of the Shares and (iii) for the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities (including the issuance of the Underlying Securities upon conversion thereof) and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the Guarantor of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state or other securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required (i) under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers and (ii) with respect to the Exchange Securities under the Securities Act, the Trust Indenture Act and applicable state securities laws as contemplated by the Registration Rights Agreement.

No Consents Required. No consentfiling with, or authorization, approval, authorizationconsent, license, order, registration registration, qualification or qualification of or with decree of, any court or arbitrator governmental authority or governmental agency is necessary or regulatory authority is required for the execution, delivery and performance by the Company of each of its obligations hereunder, in connection with the Transaction Documentsoffering, the issuance and or sale of the Securities and compliance by the Company with the terms thereof and hereunder or the consummation of the transactions contemplated by this Agreement, the Transaction DocumentsRegistration Statement, the Time of Sale Information and the Prospectus, except for as described in the registration Registration Statement, the Time of Sale Information and the Securities Prospectus and such as have already been obtained or as may be required under the Securities Act, Exchange Act or state securities laws and except for the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the UnderwritersAct.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of each of the Securities (including the issuance of the Underlying Securities, if any, upon conversion thereof), the Warrants and compliance by the Company with the terms thereof any Warrant Shares and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Offering Memorandum, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under (i) applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers or (ii) by the Exchange in connection with the listing of the Underlying Securities and the Warrant Shares on the Exchange.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of this Agreement, and the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof Forward Agreements and the consummation of the transactions contemplated by the Transaction Documentshereby and thereby, except for the Orders described in paragraph (o) below, any Orders required solely to permit physical settlement of the Forward Agreements, the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriters or which have already been obtained or made.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction DocumentsDocuments to which it is party, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Securities and compliance by the Company with the terms thereof Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such as have been obtained or waived or may be required under applicable state securities or Blue Sky laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required (i) under applicable state or foreign securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the LLC of this Agreement and each of the Transaction DocumentsReorganization Document to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof Shares and the consummation of the transactions transactions, including the Reorganization Transactions, contemplated by the Transaction Documentsthis Agreement, except (i) such as have been obtained, (ii) for the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority authority, including under the Communications Laws, is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities and the issuance of the Guarantees and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by (including the Company with issuance of the terms thereof Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Offering Memorandum, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under (i) applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers or (ii) by the Exchange in connection with the listing of the Underlying Securities on the Exchange.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by (including the Company with issuance of the terms thereof Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Offering Memorandum, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such as have been obtained or such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any such court or arbitrator governmental agency or governmental or body (including insurance regulatory authority authorities) is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of this Agreement, the Transaction DocumentsWarrant Agreement, the issuance and sale of the Securities Shares, the issuance of the Underwriter Warrant and compliance by the Company with the terms thereof Underwriter Warrant Shares, and the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsWarrant Agreement, except for the registration of the Securities Shares and the Underwriter Warrant Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by (including the Company with the terms thereof issuance of any Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction DocumentsDocuments or the Time of Sale Information and the Offering Circular, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution resale of the Securities by the UnderwritersInitial Purchaser.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Securities and compliance by (including the Company with issuance of the terms thereof Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction Documentscontemplated, except for those which have been obtained, for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, this Agreement or the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction DocumentsPlacement Shares, except for (i) the registration of the Securities Placement Shares under the Securities Act, ; (ii) application(s) to the qualification Exchange for the listing of the Indenture under Placement Shares for trading thereon in the Trust Indenture Act time and manner required thereby; and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the purchase and distribution sale of the Securities Placement Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the Guarantors of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company and the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state or foreign securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the UnderwritersUnderwriters or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under (i) applicable state or foreign securities laws or (ii) the rules and regulations of The Danish Financial Supervisory Authority and admission for trading on Nasdaq Copenhagen A/S in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority Governmental Authority is required for the execution, delivery and performance by the Company of each this Agreement or the closing of the Transaction DocumentsAcquisitions, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction DocumentsShares, except for the registration of the Securities under the Securities Act, (i) the qualification of the Indenture under Shares for distribution in the Trust Indenture Act United States and in Canada, including the requisite approvals for listing of the Shares on the Exchanges; (ii) with respect to the Acquisitions, the consents described in the Prospectus Supplements; and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable U.S. federal and state securities laws or by the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the SEC in connection with the purchase and distribution sale of the Securities Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, Documents or the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documentshereby, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) which shall have been obtained or made on or prior to the Closing Date; and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required (i) under applicable state securities laws in connection with the purchase offer and distribution sale of the Securities by the UnderwritersInitial Purchasers (ii) with respect to the Exchange Securities (including the related guarantees) under the Securities Act, the Trust Indenture Act and applicable state securities laws as contemplated by the Registration Rights Agreement.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Securities and compliance by the Company with the terms thereof Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Securities (i) as have been obtained under the Securities Act, (ii) such filings and consents as may be required by the qualification National Association of the Indenture under the Trust Indenture Act Securities Dealers, Inc. and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, and the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions Placement Shares as contemplated by the Transaction Documentshereby, except for the registration of the Securities Placement Shares under the Securities Act, which shall occur prior to the qualification time of the Indenture under delivery of the Trust Indenture Act first Placement Notice hereunder, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange, in connection with the purchase and distribution sale of the Securities Placement Shares by the UnderwritersMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or each of the Transaction Documents, the issuance and sale of the Securities and compliance by Units being delivered on the Company with Closing Date or the terms thereof Additional Closing Date, as the case may be, and the consummation of the transactions contemplated by this Agreement or the Transaction Documents, except for the registration of the Securities Units under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of this Agreement, the Transaction DocumentsArticles Supplementary, the issuance and sale of the Securities and compliance by the Company with the terms thereof Shares and the consummation of the transactions contemplated by the Transaction Documentshereby, except for (i) such as has been obtained or made, (ii) the registration of the Securities Shares and the issuance of the Conversion Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and orders, (iii) registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriters and (iv) the filing of the Articles Supplementary with the SDAT.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company each BRP Party of each any of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof Shares and the consummation of the transactions (including, without limitation, the Reorganization Transactions) contemplated by the Transaction Documents, except for the registration of the Securities Shares under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Nasdaq Global Select Market and under applicable state securities laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriters and, at or prior to the Closing Date, any filing or submission required in connection with the Reorganization Transactions.