Common use of Statutory Approvals Clause in Contracts

Statutory Approvals. No declaration, filing or registration with, or notice to or authorization, consent or approval of, any federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") is necessary for the execution and delivery of this Agreement by ITI or the consummation by ITI of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings the failure to obtain, make or give which would reasonably be expected to have, in the aggregate, an ITI Material Adverse Effect (the "ITI Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notice; obtaining such consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law.

Statutory Approvals. No declarationOther than in connection with or in compliance with (i) the Securities Act or the Exchange Act, (ii) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and other applicable Antitrust Laws, (iii) the rules and regulations of the NYSE, (iv) any applicable state securities or blue sky Laws, (v) the filing or requirements in connection with the Merger under the MBCA and (vi) the filing and registration withof the capital increase regarding the shares of Fountain Common Stock with the register of commerce in Schaffhausen, or notice Switzerland and the issuance of the shares of Fountain Common Stock in uncertificated book-entry form (collectively, the “Trident Regulatory Approvals”) and subject to or the accuracy of the representations and warranties of Patriot in Section 3.04(b), no authorization, consent consent, Order, license, Permit or approval of, any federalor registration, statedeclaration, local notice or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereoffiling with, or action by any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") Authority is necessary for or required to be obtained or made under applicable Law in connection with the execution and delivery of this Agreement or the Other Transaction Agreements by ITI Trident, Fountain, AcquisitionCo or Merger Sub, the performance by each of Trident, Fountain, AcquisitionCo and Merger Sub of its obligations hereunder or the consummation by ITI of the transactions contemplated herebyTransactions, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws")such authorizations, (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvalsapprovals or filings that, orderif not obtained or made, authorizations, registrations, declarations and filings the failure to obtain, make or give which would not reasonably be expected to have, individually or in the aggregate, an ITI Material Adverse Effect a Fountain Business MAE (the "ITI Required Statutory Approvals"), it being understood that references in this Agreement to "“obtaining" ” such ITI Required Statutory Trident Regulatory Approvals shall mean making such declarations, filings or registrations; giving such noticenotices; obtaining such final authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of lawLaw).

Statutory Approvals. No declarationOther than in connection with or in compliance with (i) the Securities Act or the Exchange Act, (ii) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the FERC Approvals, (iv) the pre-approvals required by any other applicable federal, state or local regulatory agencies or commissions (each, a “Commission” and collectively, “Commissions”) as listed in Section 2.04(b) of the Entergy Disclosure Letter (the “Non-FERC Approvals”), (v) the rules and regulations of the NYSE, (vi) any applicable state securities or blue sky Laws and (vii) the filing or registration withrequirements in connection with the Merger under the DLLCA (collectively, or notice the “Entergy Regulatory Approvals”) and subject to or the accuracy of the representations and warranties of ITC in Section 3.04(b), no authorization, consent consent, Order, license, Permit or approval of, any federalor registration, statedeclaration, local notice or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereoffiling with, or action by any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") Authority is necessary for or required to be obtained or made under applicable Law in connection with the execution and delivery of this Agreement or the Other Transaction Agreements by ITI Entergy, TransCo, ESI or the Utility OpCos, the performance by each of Entergy, TransCo, ESI and the Utility OpCos of its obligations hereunder or the consummation by ITI of the transactions contemplated herebyTransactions, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws")such authorizations, (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvalsapprovals or filings that, orderif not obtained or made, authorizations, registrations, declarations and filings the failure to obtain, make or give which would not reasonably be expected to have, individually or in the aggregate, an ITI Material Adverse Effect a Transmission Business MAE (the "ITI Required Statutory Approvals"), it being understood that references in this Agreement to "“obtaining" ” such ITI Required Statutory Entergy Regulatory Approvals shall mean making such declarations, filings or registrations; giving such noticenotices; obtaining such final authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of lawLaw).

Statutory Approvals. No declaration, filing or registration with, or notice to or authorization, consent or approval of, any federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental AuthorityGOVERNMENTAL AUTHORITY") is necessary for the execution and delivery of this Agreement by ITI the Company or the consummation by ITI the Company of the transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "Blue Sky LawsBLUE SKY LAWS"), (BC) the Securities Act, (CD) the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' ConsentDelaware General Corporation Law (the "DGCL") with respect to amending the articles of incorporation of the Company, (F) the rules and regulations of the NASDAQ National Market ("NASDAQ") or NASDAQ Small Cap Market, (G) antitrust or other competition laws of other jurisdictions and (FH) such consents, approvals, order, authorizations, registrations, declarations and filings the failure to obtain, make or give which would reasonably be expected to have, in the aggregate, an ITI a Company Material Adverse Effect (collectively, the "ITI Required Statutory ApprovalsCOMPANY REQUIRED STATUTORY APPROVALS"), it being understood that references in this Agreement to "obtaining" such ITI Company Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notice; obtaining such consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law.

Statutory Approvals. No declaration, filing or registration with, or notice to or authorization, consent or approval of, any federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") is necessary for the execution and delivery of this Agreement by ITI the Company or the consummation by ITI the Company of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act of 1933, as amended (the "Securities Act"), (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consentrules and regulations of the NASDAQ SmallCap Market, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings the failure to obtain, make or give which would reasonably be expected to have, in the aggregate, an ITI a Company Material Adverse Effect (the "ITI Company Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Company Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notice; obtaining such consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law.

Statutory Approvals. No declaration, filing or registration with, or notice to or authorization, consent or approval of, any court, federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body or authority (including the United States Department of Housing and Urban Development, and/or applicable state housing agencies (collectively, "HUD"), a stock exchange or other self-regulatory body) body (each of the foregoing entities, bodies or any other authority (eachauthorities, including HUD, a "Governmental Authority") is necessary for the execution and delivery of this Agreement by ITI Casden or the consummation by ITI of the transactions contemplated herebyTransactions by Casden, except for those required (i) acceptance of the Articles of Merger by the Maryland Department of Assessments and Taxation, (ii) the filing of an amended Articles Supplementary relating to the Casden Junior Preferred Stock with the MSDAT (if desired by Casden under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"Section 6.1(d)), (Biii) the Securities Act, (Cas described in Section 4.3(c) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of MergerCasden Disclosure Letter or (iv) declarations, (E) the ITI Stockholders' Consentfilings, and (F) such consentsregistrations, approvals, ordernotices, authorizations, registrationsconsents or approvals, declarations and filings the failure of which to obtainmake, make give or give which obtain would reasonably be expected to have, not result in the aggregate, an ITI a Casden Material Adverse Effect (all of the foregoing, the "ITI Casden Required Statutory Approvals"), ," it being understood that references in this Agreement to "obtaining" such ITI Casden Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such noticenotices; obtaining such authorizations, consents or approvals; and having observing such waiting periods expire as are necessary to avoid a violation of law). For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), Casden confirms that the conduct of its business consists primarily of investing in, owning, developing and operating real estate for the benefit of its stockholders.

Statutory Approvals. No Except for (i) filing by the Company of a pre-merger Notification Report form under the HSR Act, (ii) the filing with the SEC of (A) preliminary and definitive proxy materials with respect to the Merger in accordance with Regulation 14A under the Exchange Act (the "Proxy Materials") and (B) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iii) the filing of the Articles of Merger with the Texas Secretary of State with respect to the Merger as provided in the TBCA and appropriate documents with the relevant authorities in other states in which the Company is qualified to do business, no declaration, filing or registration with, or notice to or authorization, consent or approval of, any federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") Authority is necessary for the execution and delivery of this Agreement by ITI the Company or the consummation by ITI the Company of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings the failure to obtain, make or give which would reasonably be expected to have, in the aggregate, an ITI likely have a Company Material Adverse Effect (the "ITI Company Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Company Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notice; obtaining such consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law.

Statutory Approvals. No Except as disclosed in Section 3.4(c) of the ------------------- Seller Disclosure Schedule, no declaration, filing or registration with, or notice to or authorization, consent consent, finding by or approval of, any federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") Authority is necessary for the execution and delivery of this Agreement or the Securityholders' Agreement by ITI Seller, Enron NW Assets or any Designated Transferee to the extent that it is an intended party thereto or the consummation by ITI Seller, Enron NW Assets or any Designated Transferee of the transactions contemplated herebyhereby or thereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings the failure to obtain, make or give which would reasonably be expected to have, in the aggregate, an ITI a PGE Material Adverse Effect (the "ITI Seller Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Seller Required Statutory Approvals shall mean making such declarations, filings or registrations; , giving such notice; notices, obtaining such consents or approvals; approvals and having such waiting periods expire as are necessary to avoid a violation of lawapplicable Laws. Notwithstanding the foregoing, authorizations, consents, or approvals of Governmental Authorities necessary for the exercise of the PGE Option shall not be deemed to constitute Seller Required Statutory Approvals if, in the absence of such authorizations, consents or approvals, Seller has obtained all authorizations, consents or approvals necessary for the consummation by Seller of the sale of the PGE Shares pursuant to Section 1.3 and the other transactions contemplated by this Agreement.

Statutory Approvals. No Except for (i) filing by the Company of a pre-merger Notification Report form under the HSR Act, (ii) the filing with the SEC of (A) a preliminary and definitive proxy statement with respect to the Merger in accordance with Regulation 14A under the Exchange Act (the "Proxy Materials") and (B) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iii) the filing of the Articles of Merger with the Secretary of State of Texas with respect to the Merger as provided in the TBCA and appropriate documents with the relevant authorities in other states in which the Company is qualified to do business, no declaration, filing or registration with, or notice to or authorization, consent or approval of, any federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") Authority is necessary for the execution and delivery of this Agreement by ITI or the Company, the consummation by ITI the Company of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings the failure to obtain, make or give which would reasonably be expected to have, in the aggregate, an ITI reasonable probability have a Company Material Adverse Effect (the "ITI Company Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Company Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notice; obtaining such consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law.

Statutory Approvals. No Except for (i) the filings by the Seller, the Company and/or the Purchaser, as applicable, required under the HSR Act (as defined in Section 6.2(a)), (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) any filings with or approvals from (v) the Federal Energy Regulatory Commission (the "FERC"), (w) the Securities and Exchange Commission (the "SEC") under PUHCA, (x) the ICC, (y) the Federal Communications Commission (the "FCC"), and (z) the other Governmental Authorities set forth on Section 3.3(c) of the Seller Disclosure Schedule (the filings and approvals referred to in clauses (i) through (iii) collectively referred to as the "Seller Required Statutory Approvals"), no declaration, filing or registration with, or notice to or authorization, consent or approval of, any court, federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock national securities exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") is necessary for the execution and delivery of this Agreement by ITI the Seller or the consummation by ITI the Seller of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings which the failure to obtain, make or give which obtain would reasonably be expected to have, not result in the aggregate, an ITI a Company Material Adverse Effect or would not prevent, materially delay or materially impair the Seller's ability to consummate the transactions contemplated by this Agreement (the "ITI Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Seller Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such noticenotices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law).

Statutory Approvals. No Except for (i) the filings by the Seller, the Company and/or the Purchaser, as applicable, required under the HSR Act (as defined in Section 6.2(a)), (ii) the applicable requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the rules and regulations promulgated thereunder, (iii) any filings with or approvals from (w) the Federal Energy Regulatory Commission (the "FERC"), (x) the Illinois Commerce Commission (the "ICC"), (y) the Federal Communications Commission, and (z) the other Governmental Authorities set forth on Section 3.3(c) of the Seller Disclosure Schedule (the filings and approvals referred to in clauses (i) through (iii) collectively referred to as the "SELLER REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to or authorization, consent or approval of, any court, federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock national securities exchange or other self-regulatory body) or any other authority (each, a "Governmental AuthorityGOVERNMENTAL AUTHORITY") is necessary for the execution and delivery of this Agreement by ITI the Seller or the consummation by ITI the Seller of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings which the failure to obtain, make or give which obtain would reasonably be expected to have, not result in the aggregate, an ITI a Company Material Adverse Effect or would not prevent, materially delay or materially impair the Seller's ability to consummate the transactions contemplated by this Agreement (the "ITI Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Seller Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such noticenotices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law).

Statutory Approvals. No Except for any filings with or approvals from, or notifications to, as applicable (i) the Committee on Foreign Investment in the United States (“CFIUS”), (ii) the United States Nuclear Regulatory Commission (the “NRC”), (iii) the United States Department of Energy (the “DOE”) or (iv) the Governmental Authorities, if any, set forth on Section 3.3(c) of the Seller Disclosure Letter (the filings, approvals and notifications referred to in clauses (i) through (iv) collectively referred to as the “Seller Required Governmental Approvals”), no declaration, filing or registration with, or notice to or authorization, consent or approval of, any federallicense, statedecree, local permit or foreign governmentorder from, any instrumentality, subdivision, court, administrative agency Governmental Authority is required to be obtained by or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") is necessary for on behalf of the Seller in connection with the execution and delivery of this Agreement by ITI the Seller or the consummation by ITI the Seller of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings which the failure to obtain, make or give which obtain would not reasonably be expected to have, in the aggregate, an ITI have a Seller Material Adverse Effect (the "ITI Required Statutory Approvals"), it being understood that references in this Agreement to "“obtaining" ” such ITI Seller Required Statutory Governmental Approvals shall mean making such declarations, filings or registrations; giving such noticenotices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of lawapplicable Law).

Statutory Approvals. No Except for (i) the filings by the Seller, the Company and/or the Purchaser, as applicable, required under the HSR Act (as defined in Section 6.2(a)), (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) any filings with or approvals from (v) the Federal Energy Regulatory Commission (the "FERC"), (w) the Securities and Exchange Commission (the "SEC") under PUHCA, (x) the ICC, (y) the Federal Communications Commission (the "FCC"), and (z) the other Governmental Authorities set forth on Section 3.3(c) of the Seller Disclosure Schedule (the filings and approvals referred to in clauses (i) through (iii) collectively referred to as the "SELLER REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to or authorization, consent or approval of, any court, federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock national securities exchange or other self-regulatory body) or any other authority (each, a "Governmental AuthorityGOVERNMENTAL AUTHORITY") is necessary for the execution and delivery of this Agreement by ITI the Seller or the consummation by ITI the Seller of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings which the failure to obtain, make or give which obtain would reasonably be expected to have, not result in the aggregate, an ITI a Company Material Adverse Effect or would not prevent, materially delay or materially impair the Seller's ability to consummate the transactions contemplated by this Agreement (the "ITI Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Seller Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such noticenotices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law).