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

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, confirmation, transfer or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase sale, issuance and delivery of the Purchased SharesStock) by, or enforcement against, such Purchaser against the Company or any Subsidiary of the Company of this Agreement and the other Transaction Documents or the transactions contemplated herebyhereby and thereby.

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

Governmental Authorization; Third Party Consents. No consent, approval, consentauthorization, complianceorder, exemptionregistration or qualification (each, authorization an “Authorization”) of or other action by, or notice to, or filing with, with any Governmental Authority governmental authority or any other Person, and no lapse of a waiting period under any Requirement of Law, person is necessary or required in connection with for the execution, delivery or performance (including, without limitation, the purchase sale of the Purchased Company Shares) by, or enforcement against, such Purchaser the Company of this Agreement or the consummation by the Company of the transactions contemplated herebyby this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.

Governmental Authorization; Third Party Consents. No To the best of Company’s knowledge, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other Personperson, and no lapse of a waiting period under any Requirement requirement of Lawlaw, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser Company, of this Agreement or the transactions contemplated herebyAgreement.

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

Governmental Authorization; Third Party Consents. No consent, approval, consentauthorization, complianceorder, exemptionregistration or qualification (each, authorization an "Authorization") of or other action by, or notice to, or filing with, with any Governmental Authority governmental authority or any other Person, and no lapse of a waiting period under any Requirement of Law, person is necessary or required in connection with for the execution, delivery or performance (including, without limitation, the purchase sale of the Purchased Shares) by, or enforcement against, such Purchaser the Company of this Agreement or the consummation by the Company of the transactions contemplated herebyby this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.

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

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

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

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

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

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

Governmental Authorization; Third Party Consents. No Except for filings to be made with the SEC, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, Person and no lapse of a waiting period under any a Requirement of Law, is necessary or required to be obtained by such Person in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased SharesInterests) by, or enforcement against, by such Purchaser of this Agreement or the transactions contemplated herebyPerson.

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

Governmental Authorization; Third Party Consents. No Except as set forth herein, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other Personperson in respect of any requirement of law, and no lapse of a waiting period under any Requirement a requirement of Lawlaw, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the purchase of the Purchased Shares) byPurchaser, or enforcement againstagainst the Purchaser, such Purchaser of this Agreement or the transactions consummation of the contemplated herebytransactions.

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

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

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

Governmental Authorization; Third Party Consents. No Subject to the entry of the Sale Order, no material approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority Entity or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement and each of the other Ancillary Agreements to which it is a party or the transactions contemplated herebyhereby and thereby.

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirements of Law in effect on the date hereof, and no lapse of a waiting period under any Requirement Requirements of LawLaw in effect on the date hereof, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the purchase of the Purchased Shares) by, or enforcement against, such Purchaser Company of this Agreement that has not been obtained or the transactions contemplated herebymade.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased SharesShares being purchased by the Purchaser pursuant to section 2(a)) by, or enforcement against, such Purchaser of this Agreement or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No Except as set forth on Schedule 3.3, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other Person, and no lapse of a waiting period under any Requirement of Lawperson, is necessary or required in connection with the execution, delivery or performance (including, without limitationby the Company or enforcement against the Company of this Agreement, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement Series B Preferred Stock or the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other Personperson, and no lapse of a waiting period under any Requirement requirement of Lawlaw, is necessary or required in connection with the executionexecution by, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser the Series D Holders of this Agreement and each of the other documents to which they are parties or the transactions contemplated herebyhereby and thereby.

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

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

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirement of Law, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the purchase of the Purchased Shares) by, Company or enforcement against, such Purchaser against the Company of this Agreement or the Transaction Documents to which any such Person is a party or the transactions contemplated herebythereby.

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other PersonPerson in respect of any requirement of law or any requirement of contract or otherwise, and no lapse of a waiting period under any Requirement requirement of Lawlaw, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) byby such Member, or the enforcement againstagainst such Member, such Purchaser of this Agreement Agreement, or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirement of Law, Contractual Obligation or otherwise, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase sale, issuance and delivery of the Purchased Shares) byby the Company, or enforcement againstagainst the Company, such Purchaser of this Agreement Agreement, or the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No Except as set forth in Schedule 3.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase sale, issuance and delivery of the Purchased Shares) by, or enforcement against, such Purchaser the Company of this Agreement and the other Transaction Documents or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse Person in respect of a waiting period under any Requirement of Law, Contractual Obligation or otherwise is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the purchase of the Purchased Shares) byCompany, or enforcement againstagainst the Company, such Purchaser of this Agreement or and the transactions transaction contemplated hereby; except such as have been obtained and made under the Securities Act and such as may be required under state securities laws.

Governmental Authorization; Third Party Consents. No approval, consent, complianceauthorization, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirement of Law or Contractual Obligation, and no lapse of a waiting period under any a Requirement of LawLaw or Contractual Obligation, is necessary or required in connection with the execution, delivery or performance by (including, without limitation, including the purchase payment of interest on the Purchased Shares) byNote), or enforcement against, such Purchaser any Credit Party of this Agreement the Transaction Documents to which it is a party or the consummation of the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement Requirements of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such the Purchaser of this Agreement and each of the other Transaction Documents to which it is a party or the consummation of the transactions contemplated herebyhereby and thereby, in each case other than compliance with any applicable requirements of the HSR Act.

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

Governmental Authorization; Third Party Consents. No Except as ------------------------------------------------ set forth in Schedule 3.3, no approval, consent, compliance, exemption, ------------ authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase sale, issuance and delivery of the Purchased Shares) by, or enforcement against, such Purchaser the Company of this Agreement and the other Transaction Documents or the transactions contemplated herebyhereby and thereby.

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

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization Authorization of or other action by, or notice to, or filing with, with any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, Person is necessary or required in connection with for the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser the Company of this Agreement, the Securities Purchase Agreement or the transactions contemplated herebyconsummation of the Transactions.

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

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitationby the Company or enforcement against the Company of this Agreement, the purchase of Senior Subordinated Notes, the Purchased Shares) byWarrants, or enforcement againstthe Registration Rights Agreement, such Purchaser of this Agreement any other Transaction Document or the transactions contemplated herebyhereby or thereby, other than those that have been obtained or made on or prior to the Closing.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser the Issuer or any Guarantor of this Agreement the Note Documents to which it is a party or the transactions contemplated herebyconsummation of the Transactions, other than filings to perfect Liens granted under the Collateral Documents.

Governmental Authorization; Third Party Consents. No Except as set forth in Schedule 3.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase sale, issuance and delivery of the Purchased Shares) by, or enforcement against, such Purchaser the Company of this Agreement and the Registration Rights Agreement or the transactions contemplated herebyhereby and thereby.

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

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson with respect to any Requirement of Law, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased SharesShares and the Warrant) by, or enforcement against, such Purchaser of this Agreement and each of the other Transaction Documents to which Purchaser is a party or the transactions contemplated herebyherein and therein.

Governmental Authorization; Third Party Consents. No Except for the Required Consents, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirement of Law, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) byby such Purchaser, or enforcement againstagainst such Purchaser, such Purchaser of this Agreement or the transactions contemplated herebyconsummation of the Contemplated Transactions.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority Entity or any other Personperson, and no lapse of a waiting period under any Requirement requirement of Lawlaw, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased SharesCommon Stock) by, or enforcement against, such the Purchaser of this Agreement to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No Except as set forth on Schedule 6.3, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the purchase of the Purchased Shares) by, Company or enforcement against, such Purchaser against the Company of this Agreement and the Transaction Documents or the transactions contemplated herebyhereby or thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, including the purchase of the Purchased SharesNew Notes and shares of Common Stock pursuant to the Conditional Subscription) by, or enforcement against, such Purchaser of this Agreement or and the transactions contemplated hereby.

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

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

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

Governmental Authorization; Third Party Consents. No Except as disclosed in the Disclosure Schedule, no material approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority governmental entity or authority or any other PersonPerson in respect of any Law or Contractual Obligation, and no lapse of a waiting period under any Requirement of LawLaw or Contractual Obligation, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser the Subscriber of this Agreement or the consummation of the transactions contemplated hereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action byaction, or notice tonotice, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement Requirements of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Sharesshare exchange contemplated by this Agreement) by, or enforcement against, such Purchaser Biogan of this Agreement or the transactions contemplated herebyby this Agreement.

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

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

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

Governmental Authorization; Third Party Consents. No approval, ------------------------------------------------ consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse Person in respect of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery deliv ery or performance (including, without limitation, the purchase of the Purchased SharesNote) by, or enforcement against, such by the Purchaser of this Agreement the Transaction Documents to which the Purchaser is a party or the transactions contemplated hereby.

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

Governmental Authorization; Third Party Consents. No Except as set forth in Schedule 3.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase sale, issuance and delivery of the Purchased Shares) by, or o enforcement against, such Purchaser the Company of this Agreement and the other Transaction Documents or the transactions contemplated herebyhereby and thereby.

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

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

Governmental Authorization; Third Party Consents. No Except for the reporting requirements under the Exchange Act, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser each Seller of this Agreement or the transactions contemplated hereby.

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser the Buyer of this the Agreement or the transactions contemplated hereby, except for compliance with the Exchange Act and other applicable securities laws.

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

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

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

Governmental Authorization; Third Party Consents. No Except as set forth in Schedule 4.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase sale, issuance and delivery of the Purchased Transferred Shares) by, or enforcement against, such Purchaser Buyer or Renaissance of this Agreement and the other Transaction Documents or the transactions contemplated herebyhereby and thereby.

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Lawlaw, statute, treaty, rule or regulation, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement or the transactions contemplated herebyTransaction.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority Entity or any other Personperson, and no lapse of a waiting period under any Requirement requirement of Lawlaw, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased SharesNotes and Warrants) by, or enforcement against, such the Purchaser of this Agreement to which it is a party or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of an Applicable Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the purchase of the Purchased Shares) byCompany, or enforcement againstagainst the Company, such Purchaser of this Agreement or Agreement, other than compliance with the transactions contemplated herebyHSR Act.

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

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

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirements of Law, and no lapse of a waiting period under any Requirement Requirements of Law, is necessary or required in connection with the execution, delivery or performance by such Purchaser (including, without limitation, the purchase acquisition of the Purchased SharesNote) by, or enforcement against, against such Purchaser of this Agreement or the other Transaction Documents or the transactions contemplated herebythereby.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement Requirements of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such the Purchaser of this Agreement and the Registration Rights Agreement (subject to any filings or consents required to be obtained by the Company from any Governmental Authority as contemplated therein) or the transactions contemplated herebyhereby and thereby.

Governmental Authorization; Third Party Consents. No Other than those that have been obtained or made, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other Personperson in respect of any legal requirement or contractual obligation of the Buyer, and no lapse of a waiting period under any Requirement of Lawlegal requirement, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the purchase of the Purchased Shares) byBuyer, or enforcement againstagainst the Buyer, such Purchaser of this Agreement or the transactions contemplated hereby.

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

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

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, Person is necessary or required in connection with the execution, delivery or and performance (including, without limitation, by the purchase of the Purchased Shares) by, or enforcement against, such Purchaser Company of this Agreement other than those that have been obtained or will have been obtained as of the transactions contemplated herebyEffective Date.

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

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

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

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

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

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

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, approval or authorization or other action byof, or notice declaration to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with for the valid authorization, execution, delivery or performance (including, without limitation, the purchase of the Purchased SharesNotes) by, or enforcement against, such by the Purchaser of this Agreement or the transactions contemplated hereby, except for consents, approvals, authorizations, declarations and filings that have already been obtained or made.

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

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

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

Governmental Authorization; Third Party Consents. No Except as set forth herein, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other Personperson in respect of any requirement of law, and no lapse of a waiting period under any Requirement a requirement of Lawlaw, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the purchase of the Purchased Shares) byPurchaser, or enforcement againstagainst each Seller, such Purchaser of this Agreement or the transactions consummation of the contemplated herebytransactions.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, Person is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser the Company of this Agreement, the Indenture, the Bonds or the Registration Rights Agreement or the consummation of the transactions contemplated herebyhereby or thereby except for filings with the Commission and blue sky filings in connection with the issuance and sale of the Bonds to the Purchasers and such filings as are contemplated by the Registration Rights Agreement.

Governmental Authorization; Third Party Consents. No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitationby the Company or enforcement against the Company of this Agreement, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Registration Rights Agreement or the transactions contemplated herebyhereby or thereby, other than those that have been obtained or made on or prior to the Closing.