Common use of Government Approvals; Required Consents Clause in Contracts

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 VCAM is required in connection with the execution or delivery by VCAM of this Agreement, the consummation by VCAM of the transactions contemplated hereby or compliance by VCAM with the provisions hereof, other than (A) the filing of the Articles of Merger with the Secretary of State of the State of Florida in accordance with the FBCA, (B) filings with the SEC and the NASDAQ, (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"), (E) such consents, approvals, authorizations, declarations, filings or notices required under any federal or state statute or regulation affecting professional employer organizations or health care providers and (F) as otherwise set forth in Section 3.1(g)(i) of the VCAM Disclosure Schedule (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (F) being referred to as "VCAM GOVERNMENTAL APPROVALS").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Saladrigas Carlos A)

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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 VCAM ADP or Sub is required in connection with the execution or delivery by VCAM ADP or Sub of this Agreement, and the consummation by VCAM ADP and Sub of the transactions contemplated hereby or compliance by VCAM ADP and Sub with the provisions hereof, other than (A) the filing of the Articles of Merger with the Secretary of State of the State of Florida in accordance with the FBCA, (B) filings with the SEC and the NASDAQany applicable national security exchange, (C) filings under state 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")Act, (E) such consents, approvals, authorizations, declarations, filings or notices required under any federal or state statute or regulation affecting professional employer organizations or health care providers and (F) as otherwise set forth in Section 3.1(g)(i3.2(f)(i) of the disclosure schedules delivered to VCAM Disclosure Schedule by ADP on or prior to the date hereof (the "ADP DISCLOSURE SCHEDULE") (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (F) being referred to as "VCAM ADP GOVERNMENTAL APPROVALS").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Saladrigas Carlos A)

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 VCAM ADP or Sub is required in connection with the execution or delivery by VCAM ADP or Sub of this Agreement, and the consummation by VCAM ADP and Sub of the transactions contemplated hereby or compliance by VCAM ADP and Sub with the provisions hereof, other than (A) the filing of the Articles of Merger with the Secretary of State of the State of Florida in accordance with the FBCA, (B) filings with the SEC and the NASDAQany applicable national security exchange, (C) filings under state 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")Act, (E) such consents, approvals, authorizations, declarations, filings or notices required under any federal or state statute or regulation affecting professional employer organizations or health care providers and (F) as otherwise set forth in Section 3.1(g)(i3.2(f)(i) of the disclosure schedules delivered to VCAM by ADP on or prior to the date hereof (the "ADP Disclosure Schedule Schedule") (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (F) being referred to as "VCAM GOVERNMENTAL APPROVALSADP Governmental Approvals").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Automatic Data Processing Inc)

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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 VCAM is required in connection with the execution or delivery by VCAM of this Agreement, the consummation by VCAM of the transactions contemplated hereby or compliance by VCAM with the provisions hereof, other than (A) the filing of the Articles of Merger with the Secretary of State of the State of Florida in accordance with the FBCA, (B) filings with the SEC and the NASDAQ, (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 ACTAct"), (E) such consents, approvals, authorizations, declarations, filings or notices required under any federal or state statute or regulation affecting professional employer organizations or health care providers and (F) as otherwise set forth in Section 3.1(g)(i) of the VCAM Disclosure Schedule (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (F) being referred to as "VCAM GOVERNMENTAL APPROVALSGovernmental Approvals").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Automatic Data Processing Inc)

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