Except for (a) compliance with and filings under the HSR Act, (b) the Required Approvals and the approvals required by the Commission in connection with any registration statement filed under the Investor Rights Agreement, and (c) any approvals of Governmental Authorities required in connection with the Delta Documents, no consent or approval of, or filing with, notice to or waiver from any Governmental Authority which has not been obtained or made by Dynegy is required to be obtained or made by Dynegy in connection with the execution and delivery of the Transaction Documents and the consummation by Dynegy of the transactions contemplated by the Transaction Documents, other than any such consents, approvals or filings the failure of which to obtain or make would not have a Material Adverse Effect. Except as specifically contemplated by the Transaction Documents, no consent or approval of the Stockholders is required with respect to the issuance of the Shares to Purchaser or the performance by Dynegy of its obligations under the Transaction Documents.