Common use of Consents, Approvals, Etc Clause in Contracts

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or third party is required to be made or obtained by Buyer or Merger Sub in connection with the execution and delivery of this Agreement by each of Buyer and Merger Sub, the performance by Buyer and Merger Sub of their respective obligations hereunder, or the consummation by Buyer and Merger Sub of the transactions contemplated by this Agreement, except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (b) the expiration or termination of the applicable waiting periods under, or the receipt of approvals under, the HSR Act; (c) applicable requirements, if any, under Federal or state securities or “blue sky” Laws; and (d) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification would not, when taken together with all other such failures by Buyer or Merger Sub, have a material adverse effect on the ability of each of Buyer and Merger Sub to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or third party is required to be made or obtained by Buyer or Merger Sub the Company in connection with the execution and delivery of this Agreement by each of Buyer and Merger Subthe Company, the performance by Buyer and Merger Sub the Company of their respective its obligations hereunder, or the consummation by Buyer and Merger Sub the Company of the transactions contemplated by this Agreement, except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (b) the expiration or termination of the applicable waiting periods under, or the receipt of approvals under, the HSR Act; (c) applicable requirements, if any, under Federal or state securities or “blue sky” Laws; and (d) other consents, approvals, authorizations or actions where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification would not, when taken together with all other such failures by the Company, have, or would not reasonably be expected to have, a Material Adverse Effect; (e) as may be necessary as a result of any facts or circumstances relating solely to Buyer or Merger Sub, have a material adverse effect on any of its Affiliates; and (f) as set forth in Schedule 4.6 of the ability of each of Buyer and Merger Sub to perform its obligations under this Agreement or consummate the transactions contemplated by this AgreementCompany Disclosure Schedule.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or third party is required to be made or obtained by Buyer Parent or Merger Sub in connection with the execution and delivery of this Agreement by each of Buyer Parent and Merger Sub, the performance by Buyer each of Parent and Merger Sub of their its respective obligations hereunder, or the consummation by Buyer each of Parent and Merger Sub of the transactions contemplated by this Agreement, except for (ai) the filing of the Certificate Articles of Merger with pursuant to the Secretary of State of the State of DelawareOBCA; (b) the expiration or termination of the applicable waiting periods under, or the receipt of approvals under, the HSR Act; (cii) applicable requirements, if any, under Federal the OBCA, federal or state securities or “blue sky” Laws; (iii) the approval of Parent’s banking syndicate; and (div) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification would not, when taken together with all other such failures by Buyer or Parent and Merger Sub, have a material adverse effect on the ability of each of Buyer and Parent or Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or third party any other Person is required to be made or obtained by Buyer Parent or Merger Sub in connection with the execution and delivery of this Agreement by each of Buyer Parent and Merger Sub, the performance by Buyer each of Parent and Merger Sub of their its respective obligations hereunder, or the consummation by Buyer each of Parent and Merger Sub of the transactions contemplated by this Agreement, except for (ai) the filing of the Certificate of Merger with pursuant to the Secretary of State of the State of DelawareDGCL; (bii) applicable requirements, if any, under the DGCL, federal or state securities or “blue sky” Laws; (iii) the expiration or termination of the applicable waiting periods under, or the receipt of approvals under, the HSR Act; (c) applicable requirements, if any, under Federal or state securities or “blue sky” Laws; and (div) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification would not, when taken together with all other such failures by Buyer or Parent and Merger Sub, have a material adverse effect on the ability of each of Buyer and Parent or Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or third party any other Person is required to be made or obtained by Buyer Parent or Merger Sub in connection with the execution and delivery of this Agreement by each of Buyer Parent and Merger Sub, the performance by Buyer each of Parent and Merger Sub of their its respective obligations hereunder, or the consummation by Buyer each of Parent and Merger Sub of the transactions contemplated by this Agreement, except for (ai) the filing of the Certificate of Merger with pursuant to the Secretary of State of the State of DelawareDGCL; (b) the expiration or termination of the applicable waiting periods under, or the receipt of approvals under, the HSR Act; (cii) applicable requirements, if any, under Federal the DGCL, federal or state securities or “blue sky” Laws; (iii) applicable filing requirements, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and (div) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification would not, when taken together with all other such failures by Buyer or Parent and Merger Sub, have a material adverse effect on the ability of each of Buyer and Parent or Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement.