No consent, approval, order or authorization of, or registration, qualification, or filing with, any governmental authority is required on the part of Pioneer Parent in connection with the execution, delivery and performance by Pioneer Parent of this Agreement and the issuance, sale and delivery of the Share Consideration to the Rollover Company Members, except (a) such filings which have been or will be made prior to the Closing and (b)   any notices of sale required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”) , or such post-Closing filings as may be required under applicable securities laws, which will be timely filed within the applicable periods therefor .