Common use of Consents; Governmental Approvals Clause in Contracts

Consents; Governmental Approvals. No consent or approval of any person, firm or corporation, and no consent, license, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required to be obtained or made by or on behalf of the Company in connection with the offer, issuance and sale of the Securities, the execution, delivery or performance of any of the Transaction Documents or the completion of the transactions contemplated thereby, except for (a) filings with the SEC, the NYSE and under state securities laws that may be required, (b) filings under the HSR Act contemplated by Section 4.5, (c) consent of the banks under the Bank Agreement to permit the issuance of the Convertible Notes and (d) approval of the stockholders of the Company contemplated by Section 4.6.

Consents; Governmental Approvals. No consent or approval of any -------------------------------- person, firm or corporation, and no consent, license, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required to be obtained or made by or on behalf of the Company in connection with the offer, issuance and sale of the Securities, the execution, delivery or performance of any of the Transaction Documents or the completion of the transactions contemplated thereby, except for (a) filings with the SEC, the NYSE and under state securities laws that may be required, (b) filings under the HSR Act contemplated by Section 4.5, (c) consent of the banks under the Bank Agreement to permit the issuance of the Convertible Notes and (d) approval of the stockholders of the Company contemplated by Section 4.6.