Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company is required in connection with the execution or delivery by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities exchange, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i) of the Company Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as "Company Governmental Approvals").
(ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company of this Agreement, consummation by the Company of the transactions contemplated hereby or compliance by the Company with the provisions hereof, other than as set forth in Section 3.1(g)(ii) of the Company Disclosure Schedule (the "Company Required Consents") and other than consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the Company.
Government Approvals; Required Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any state securities or "Blue Sky" law, (ii) for the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, (iii) such consents, approvals, authorizations, permits, filings and notifications listed in the Company Disclosure Schedule and (iv) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, have a Company Material Adverse Effect.
Government Approvals; Required Consents. (i) No material consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of Parent, Sub, GSMC or any Investor is required in connection with the execution or delivery by any of them of this Agreement, or the consummation by Parent, Sub, GSMC or any Investor of the transactions contemplated hereby or compliance by Parent, Sub, GSMC or any Investor with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings under the HSR Act and (C) as otherwise set forth in Section 3.2(c)(i) of the P&S Disclosure Schedule (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (C) being referred to as "P&S Governmental Approvals").
(ii) No material consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) is required in connection with the execution or delivery by Parent, Sub, GSMC or any Investor of this Agreement, the consummation by Parent, Sub, GSMC or any Investor of the transactions contemplated hereby or compliance by Parent, Sub, GSMC or any Investor with the provisions hereof, other than those that if not obtained or made would not, individually and in the aggregate, have a material adverse effect on the ability of Parent, Sub, GSMC or such Investor, as the case may be, to consummate the Merger or the other transactions contemplated hereby.
Government Approvals; Required Consents. (i) No material consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of RCPI is required in connection with the execution or delivery by RCPI of this Agreement, the consummation by RCPI of the transactions contemplated hereby or compliance by RCPI with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities exchange, (C) filings under state securities or "Blue Sky" laws, (D) filings under the HSR Act and (E) as otherwise set forth on Section 3.1(f)(i) of the RCPI Disclosure Schedule (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as the "RCPI Governmental Approvals").
(ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) is required in connection with the execution or delivery by RCPI of this Agreement, consummation by RCPI of the transactions contemplated hereby or compliance by RCPI with the provisions hereof, other than (A) the approval of this Agreement by the holders of the Common Stock in accordance with the DGCL, (B) as set forth on Section 3.1(f)(ii) of the RCPI Disclosure Schedule and (C) any consent, approval, action, filing or notice that if not obtained or made would not, individually and in the aggregate, have a Material Adverse Effect on RCPI (any such consents, approvals, actions, filings or notices specified in clauses (A) and (B) being referred to as the "RCPI Required Consents").
Government Approvals; Required Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) in connection, or in compliance, with the provisions of the Securities Act, the Exchange Act, any non-United States competition, antitrust and investment laws and any applicable state securities or "blue sky" law, (ii) the filing of a notification under the HSR Act, (iii) the filing of a notification under the Competition Act (Canada), (iv) filings required under the Mexican Law (as defined in Section 6.7), (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (vi) in connection, or in compliance with the provisions of federal, state, local and foreign tax law, (vii) filing required by the NYSE, and (viii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Government Approvals; Required Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Holdings or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Holdings, Sporting or Acquisition or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act, the Exchange Act, any state securities or "Blue Sky" law, (ii) for the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, (iii) for the filing of the Holdings Charter and the Surviving Corporation Charter with the Secretary of State of the State of Delaware, (iv) such consents, approvals, authorizations, permits, filings and notifications listed in the Holdings Disclosure Schedule and (v) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, have a Holdings Material Adverse Effect.
Government Approvals; Required Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Acquisition or Parent in connection with the execution and delivery of this Agreement by Acquisition or Parent or is necessary for the consummation of the transactions contemplated hereby.
Government Approvals; Required Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) in connection, or in compliance, with the provisions of the Securities Act, the Exchange Act, and any applicable state securities or "blue sky" law, (ii) the filing of a notification under the HSR Act, (iii) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such consents, approvals, authorizations, permits, filings and notifications listed in the Parent Disclosure Schedule and (v) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Government Approvals; Required Consents. Except as set forth on Schedule 3.05, no filing or registration with, or authorization, consent, or approval of, any Governmental Entity or other Person in connection with any Material Contract is required by or with respect to Seller, the Business or the Purchased Assets in connection with the execution and delivery of this Agreement or any other Transaction Document by Seller or is necessary for the consummation of the transactions contemplated hereby or thereby.
Government Approvals; Required Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity or any other third party is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) approval of this Agreement by the Company's shareholders pursuant to the TBCA, (ii) the filing with the SEC of the Proxy Statement (as defined in Section 3.16 below) and such reports under the Exchange Act and any applicable state securities or "blue sky" Laws as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of a notification under the HSR Act, (iv) the filing of Articles of Merger with the Secretary of State of the State of Tennessee, (v) the consents, approvals, authorizations, permits, filings and notifications listed in Section 3.8 of the Company Disclosure Schedule and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.
