Except as set forth on [Section 4.3(b)] of the Company Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Authority (a “Governmental Approval”) is required by or with respect to the Company or any Subsidiary of the Company in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Agreements to which the Company is a party or the consummation of the Transaction by the Company, except for # the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, # any filing or termination of the waiting period or other approval required under the HSR Act or required under any foreign antitrust or competition act, # as may be necessary as a result of the identity or the legal or regulatory status of Purchaser, Merger Sub or their Affiliates and # any such other Governmental Approval, the failure of which to make or obtain would not be material to the Company and its Subsidiaries, taken as a whole.

No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Authority is required by or with respect to Purchaser, Merger Sub or any of their Affiliates in connection with the execution, delivery and performance by Purchaser and Merger Sub of this Agreement or the other Transaction Agreements to which Purchaser or Merger Sub is a party or the consummation of the Transaction by Purchaser, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, any filing pursuant to the Exchange Act or stock exchange rules, or any filing or termination of the waiting period or other approval required under the HSR Act.

The execution and delivery of this Agreement by the Company does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or other third party (including, without limitation, lenders and lessors), except # the filing of any notifications required under the HSR Act and the expiration of the required waiting period thereunder, # applicable requirements of the Securities Act, Exchange Act, state securities laws, or Nasdaq, and the rules and regulations thereunder, # the consents, approvals, authorizations, and permits described in [Schedule 2.5(b)] of the Company Schedules, and # where the failure to obtain such consents, approvals, authorizations, or permits, or to make such filings or notifications, would not prevent the consummation of the Merger or otherwise prevent the Company from performing its material obligations under this Agreement on a timely basis.