No consent, waiver, order, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or other Person is required by, or with respect to, the Purchaser in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, except for any filings that are required under any applicable federal or state securities laws.  Without limiting the generality of the foregoing, no vote or consent of the holders of any class or series of capital stock of the Purchaser is necessary to approve this Agreement.