Common use of Governmental Consent, etc Clause in Contracts

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the Commission of a registration statement on Form S-3 for the purpose of registering the Shares and any state securities laws filings or registrations;

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Shares and any state securities laws filings or registrations;Common Stock underlying the Shares.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreementthe Transaction Agreements, or the offer, sale or issuance of the SharesNote, or the consummation of any other transaction contemplated hereby, except such filings to perfect security interests pursuant to the filing with the Commission of a registration statement on Form S-3 for the purpose of registering the Shares Security Agreement and any state securities laws filings or registrations;Note.

Governmental Consent, etc. No consent, approval or authorization of (or designation, declaration or filing with with) any governmental authority or the National Association' of Securities Dealers, Inc., on the part of the Company is required in connection with the valid execution and execution, delivery or performance of this Agreement, or the offer, sale or issuance of the SharesWarrant and the Shares pursuant hereto, or the consummation of any other transaction contemplated hereby, except the filing with the Commission of a registration statement on Form S-3 for the purpose of registering the Shares and any state securities laws filings or registrations;.

Governmental Consent, etc. No material consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the SharesSecurities, or the consummation of any other transaction contemplated hereby, except the filing with the Commission of a registration statement on Form S-3 for the purpose of registering the Shares and any state as may be required by applicable securities laws filings or registrations;including, but not limited to, SEC and Nasdaq regulations.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Subscription Agreement, or the offer, sale or issuance of the Private Placement Shares, or the consummation of any other transaction contemplated herebyby this Subscription Agreement, except the filing with the Commission of a registration statement on Form S-3 an appropriate form for the purpose of registering for resale the Private Placement Shares and any state securities laws filings or registrations;

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Shares Common Stock and any state securities laws filings or registrations;the filing of a Form D with the SEC.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale offer or issuance of the SharesSecurities, or the consummation of any other transaction contemplated hereby, except the filing with the Commission of a registration statement on Form S-3 for the purpose of registering the Shares and any state as may be required by applicable securities laws filings or registrations;laws.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated herebyby this Agreement or the Warrant Agreements, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Conversion Shares and any Warrant Shares underlying the Shares and the Warrants and applicable state securities laws filings or registrations;law filings.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Shares and the Common Stock underlying the Warrants and any state securities laws filings or registrations;.

Governmental Consent, etc. No To the best knowledge of the Company, no material consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the SharesSecurities, or the consummation of any other transaction contemplated hereby, except the filing with the Commission of a registration statement on Form S-3 for the purpose of registering the Shares and any state as may be required by applicable securities laws filings or registrations;laws, except as provided in Section 3.21 hereof.

Governmental Consent, etc. No consent, approval or authorization -------------------------- of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this the Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Shares and any state securities laws filings or registrations;Common Stock.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is -7- required in connection with the valid execution and delivery of this AgreementAgreement (including all Exhibits annexed hereto), or the offer, sale or issuance of the SharesSecurities, or the consummation of any other transaction contemplated hereby, except the filing with the Commission of a registration statement on Form S-3 for the purpose of registering the Shares and any state as may be required by applicable securities laws filings or registrations;laws.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this AgreementAgreement or any other Transaction Document, or the offer, sale or issuance of the SharesNote or Warrant, or the consummation of any other transaction contemplated herebyhereby or thereby, except the filing with the United States Securities and Exchange Commission ("SEC") of a registration statement on Form S-3 for the purpose of registering resales by Purchaser of the Warrant Shares and any state securities laws filings or registrations;as provided in the Registration Rights Agreement.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Subscription Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated herebyby this Subscription Agreement, except the filing with the Commission of a registration statement on Form S-3 an appropriate form for the purpose of registering for resale the Shares and any state securities laws filings or registrations;.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the for filing of a Form D with the Securities and Exchange Commission (the "Commission"), and application for listing of a registration statement additional shares on Form S-3 for the purpose of registering the Shares Nasdaq National Market, and any state securities laws filings or registrations;required under applicable blue sky laws.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Shares and any state securities laws filings or registrations;.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Common Stock underlying the Shares and any state securities laws filings or registrations;.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Conversion Shares and any state securities laws filings or registrations;underlying the Convertible Preferred Stock.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this AgreementAgreement or any other Transaction Document, or the offer, sale or issuance of the SharesNote or Warrant, or the consummation of any other transaction contemplated herebyhereby or thereby, except the filing with the United States Securities and Exchange Commission ("SEC") of a registration statement on Form S-3 for the purpose of registering resales by Purchaser of the Warrant Shares and any state securities laws filings or registrations;Conversion Shares as provided in the Registration Rights Agreement.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this AgreementAgreement or any other Transaction Document, or the offer, sale or issuance of the SharesNote or Warrant, or the consummation of any other transaction contemplated herebyhereby or thereby, except the filing with the United States Securities and Exchange Commission (“SEC”) of a registration statement on Form S-3 for the purpose of registering under the Securities Act resales by Purchasers of the Conversion Shares and any state securities laws filings or registrations;Warrant Shares as provided in the Registration Rights Agreement.

Governmental Consent, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the SharesDebenture, or the consummation of any other transaction contemplated hereby, except the filing with the Commission SEC of a registration statement on Form S-3 for the purpose of registering the Shares and any state securities laws filings or registrations;Common Stock underlying the Debenture.