Common use of Consents and Regulatory Approvals; No Defaults Clause in Contracts

Consents and Regulatory Approvals; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or any third party are required to be made or obtained by Parent or Purchaser in connection with the execution, delivery or performance by it of this Agreement or to consummate the Offer or the Merger, except for (1) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including under the HSR Act, (2) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchange, (3) the filing of the Certificate of Merger as required by the NJBCA, and (4) such other than consents, approvals, filings or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent or Purchaser. (b) Subject to receipt of the consents and approvals referred to in Section 5.04(a), the expiration of related waiting periods, and the making of required filings with applicable Governmental Authorities referred to in Section 5.04(a), the execution, delivery and performance of this Agreement and the consummation of the Transactions do not and will not (1) constitute a breach or violation of, or a default under, or give rise to any Lien (other than Permitted Liens) or any acceleration of remedies or right of termination under, any applicable Law or Permit, (2) constitute a breach or violation of, or default under, or give rise to any Lien under, any material contract, indenture or instrument of Parent or Purchaser or to which Parent or Purchaser or any of their properties is subject or bound, or (3) constitute a breach or violation of, or a default under, Parent or Purchaser’s Constituent Documents except, in the case of clause (2), for such breaches, violations, or defaults as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Parent and Purchaser.

Consents and Regulatory Approvals; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or any third party are required to be made or obtained by Parent the Company or Purchaser any of its Subsidiaries in connection with the execution, delivery or performance by it of this Agreement or to consummate the Offer or the Merger, except for (1) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including under the HSR Act, each as set forth in Section4.04 of the Disclosure Schedule, (2) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchangeAct, (3) the filing of the Certificate of Merger as required by the NJBCA, and receipt of the Company Shareholder Approval if required, (4) such other than consents, approvals, filings or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent the Company, and (5) any consents or Purchaserapprovals that may be required by any Material Contract that may be terminated by a Person other than the Company or any of its Subsidiaries on notice of ninety (90) days or less. (b) Subject to receipt of the consents and approvals referred to in Section 5.04(a4.04(a), the expiration of related waiting periods, and the making of required filings with applicable Governmental Authorities referred to in Section 5.04(a4.04(a), the execution, delivery and performance of this Agreement and the consummation of the Transactions do not and will not (1) constitute a breach or violation of, or a default under, or give rise to any Lien (other than Permitted Liens) or any acceleration of remedies or right of termination under, any applicable Law or Permit, (2) constitute a breach or violation of, or a default under, or give rise to any Lien under, any material contractMaterial Contract (other than those Material Contracts that may be terminated by a Person other than the Company or any of its Subsidiaries on notice of ninety (90) days or less), indenture or instrument of Parent the Company or Purchaser any of its Subsidiaries or to which Parent or Purchaser the Company or any of their its Subsidiaries or properties is subject or bound, or (3) constitute a breach or violation of, or a default under, Parent or Purchaserthe Company’s Constituent Documents Documents, except, in the case of clause (2), for such breaches, violations, or defaults as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Parent and PurchaserCompany.

Consents and Regulatory Approvals; No Defaults. (a1) No consents consents, authorizations or approvals of, or filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by Parent or Purchaser Merger Sub in connection with the execution, delivery or performance by it of this Agreement or the Voting Agreement or to consummate the Offer or the MergerTransactions, except for (1A) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including the FTC and the Antitrust Division under the HSR Act, (2B) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchangeexchange or Nasdaq, (3C) the filing of the Certificate of Merger as approvals and filings required by the NJBCADGCL, including receipt of the Parent Approval, and (4D) such other than consents, authorizations, approvals, filings filings, registrations or registrations thatnotifications the failure of which to make or obtain has not had, if not obtained, made or given, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent or Purchaserand Merger Sub. (b2) Subject to receipt of the consents and approvals referred to in Section 5.04(a3.02(d)(1), the expiration of related waiting periods, and the making of required filings with applicable Governmental Authorities referred to in Section 5.04(a)Authorities, the execution, delivery and performance of this Agreement, the Voting Agreement and the consummation of the Transactions do not and will not (1A) result in, conflict with, or constitute or create (with or without due notice or lapse of time or both) a breach or violation of, or a default under, or give rise to any Lien (other than Permitted Liens) on any property or asset of Parent or Merger Sub or any acceleration of remedies or right of termination under, or cancellation under any applicable Law or Permit, (2) constitute a breach or violation of, or default under, or give rise to any Lien under, any material contract, indenture or instrument of Parent or Purchaser Merger Sub or to which Parent or Purchaser Merger Sub or any of their properties is subject or bound, except for any such conflict, breach, violation, default, Lien, acceleration of remedies, right of termination or cancellation that, has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to Parent and Merger Sub, or (3B) constitute a breach or violation of, or a default under, or conflict with, the Constituent Documents of Parent or Purchaser’s Constituent Documents except, in the case of clause (2), for such breaches, violations, or defaults as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Parent and PurchaserMerger Sub.

Consents and Regulatory Approvals; No Defaults. (a1) No consents consents, authorizations or approvals of, or filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by Parent the Company or Purchaser any of its Subsidiaries in connection with the execution, delivery or performance by it the Company of this Agreement or for the Company to consummate the Offer or the MergerTransactions, except for (1) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including under the HSR Act, (2A) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchangeexchange or Nasdaq, (3B) the filing of the Certificate of Merger as approvals and filings required by the NJBCADGCL, (C) any approval required by the ACCC of Australia, (D) the approval required by the Bundeskartellamt of Germany and (4E) such other than consents, authorizations, approvals, filings filings, registrations or registrations thatnotifications the failure of which to make or obtain has not had, if not obtained, made or given, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent or Purchaserthe Company. (b2) Subject to receipt of the consents consents, authorizations and approvals referred to in Section 5.04(a3.01(d)(1), the expiration of related waiting periods, and the making of required filings with applicable Governmental Authorities referred to in Section 5.04(a)Authorities, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not and will not (1A) result in, conflict with, or constitute or create (with or without due notice or lapse of time or both) a breach or violation of, or a default under, or give rise to any Lien (other than Permitted Liens) on any property or asset of the Company or its Subsidiaries or any acceleration of remedies or right of termination under, or cancellation under any applicable Law or Permit, (2) constitute a breach or violation of, or default under, or give rise to any Lien under, any material contract, indenture or instrument of Parent or Purchaser or to which Parent or Purchaser or under any of their properties is subject the terms, conditions or boundprovisions of any Material Contract or IP License, or (3B) constitute a breach or violation of, or a default under, Parent or Purchaser’s conflict with, the Constituent Documents except, in of the case Company or any of clause (2), for such breaches, violations, or defaults as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Parent and Purchaserits Subsidiaries.

Consents and Regulatory Approvals; No Defaults. (a1) No consents material consents, waivers, authorizations, orders, permits or approvals of, or declarations, filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by Parent the Company or Purchaser any of its Subsidiaries in connection with the execution, delivery or performance by it of this Agreement or to consummate the Offer or the Merger, except for (1A) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including including, to the extent required by applicable law, under the HSR Act, (2B) filings as may be required by the Securities Act or Act, the Exchange Act or any applicable national securities exchange, exchange or Nasdaq and (3C) the filing of the Certificate of Merger as approvals and filings required by the NJBCADGCL, and (4) such other than consents, approvals, filings or registrations that, including receipt of the Company Stockholder Approval if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent or Purchaserrequired. (b2) Subject to receipt of the consents and approvals referred to in Section 5.04(a4.01(d)(1), the expiration of related waiting periods, and the making of required filings filings, registrations or notifications with applicable Governmental Authorities referred to in Section 5.04(a)or with any third party, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not and will not (1A) conflict with, constitute a breach or violation of, or a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any Lien (other than Permitted Liens) or any acceleration of remedies or right of termination termination, amendment, modification or cancellation or loss of any benefit under, any applicable Law law, rule or Permitregulation or any judgment, (2) constitute a breach decree, order, governmental permit or violation oflicense, or default under, or give rise to any Lien under, any material contractMaterial Contract, indenture or instrument of Parent the Company or Purchaser any of its Subsidiaries or to which Parent or Purchaser the Company or any of their its Subsidiaries or assets or properties thereof is subject or bound, or (3B) constitute a breach or violation of, or a default under, Parent or Purchaserthe Company’s Constituent Documents exceptor the Constituent Documents of the Company’s Subsidiaries, other than, in the case of clause (2A) of this Section 4.01(d)(2), for any such breachesbreach, violations, violation or defaults as have not had, and default that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Parent and PurchaserCompany.

Consents and Regulatory Approvals; No Defaults. (a1) No consents consents, authorizations or approvals of, or filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by Parent the Company or Purchaser any of its Subsidiaries in connection with the execution, delivery or performance by it the Company of this Agreement or for the Company to consummate the Offer or the MergerTransactions, except for (1A) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including the FTC and the Antitrust Division under the HSR Act, (2B) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchangeexchange or Nasdaq, (3C) the filing of the Certificate of Merger as approvals and filings required by the NJBCADGCL, including receipt of the Company Stockholder Approval, and (4D) such other than consents, authorizations, approvals, filings filings, registrations or registrations thatnotifications the failure of which to make or obtain has not had, if not obtained, made or given, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent or Purchaserthe Company. (b2) Subject to receipt of the consents consents, authorizations and approvals referred to in Section 5.04(a3.01(d)(1), the expiration of related waiting periods, and the making of required filings with applicable Governmental Authorities referred to in Section 5.04(a)Authorities, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not and will not (1A) result in, conflict with, or constitute or create (with or without due notice or lapse of time or both) a breach or violation of, or a default under, or give rise to any Lien (other than Permitted Liens) on any property or asset of the Company or its Subsidiaries or any acceleration of remedies or right of termination under, or cancellation under any applicable Law or Permit, (2) constitute a breach or violation of, or default under, or give rise to any Lien under, any material contract, indenture or instrument of Parent or Purchaser or to which Parent or Purchaser or under any of their properties is subject the terms, conditions or boundprovisions of any Material Contract or IP License, except for any such conflict, breach, violation, default, Lien, acceleration of remedies, right of termination or cancellation that has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company, or (3B) constitute a breach or violation of, or a default under, Parent or Purchaser’s conflict with, the Constituent Documents except, in of the case Company or any of clause (2), for such breaches, violations, or defaults as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Parent and Purchaserits Subsidiaries.

Consents and Regulatory Approvals; No Defaults. (a1) No consents material consents, waivers, authorizations, order, permits or approvals of, or declarations, filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by Parent or Purchaser in connection with the execution, delivery or performance by it of this Agreement or the Tender and Support Agreement or to consummate the Offer or the Merger, except for (1A) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including including, to the extent required by applicable law, under the HSR Act, (2B) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchange, exchange or Nasdaq and (3C) the filing of the Certificate of Merger as approvals and filings required by the NJBCA, and (4) such other than consents, approvals, filings or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent or PurchaserDGCL. (b2) Subject to receipt of the consents and approvals referred to in Section 5.04(a4.02(d)(1), the expiration of related waiting periods, and the making of required filings filings, registrations or notifications with applicable Governmental Authorities referred to in Section 5.04(a)or with any third party, the execution, delivery and performance of this Agreement, the Tender and Support Agreement and the consummation of the Transactions do not and will not (1A) conflict with, constitute a breach or violation of, or a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any Lien (other than Permitted Liens) or any acceleration of remedies or right of termination termination, amendment, modification or cancellation or loss of any benefit under, any applicable Law law, rule or Permitregulation or any judgment, (2) constitute a breach decree, order, governmental permit or violation oflicense, or default under, or give rise to any Lien under, any material contract, indenture or instrument of Parent or Purchaser or to which Parent or Purchaser or any of their assets or properties is subject or bound, or (3B) constitute a breach or violation of, or a default under, Parent or Purchaser’s Constituent Documents exceptother than, in the case of clause (2A) of this Section 4.02(d)(2), for any such breachesbreach, violationsviolation or default, or defaults as have not had, and that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Parent and or Purchaser.