Common use of Governmental and Regulatory Approvals Clause in Contracts

Governmental and Regulatory Approvals. Other than the filing provided for under Section 1.3, all consents, approvals and actions of, filings with and notices to any Governmental Entity required of Parent, the Company or any of their Subsidiaries to consummate the Merger, the Share Issuance and the other transactions contemplated hereby, the failure of which to be obtained or taken, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together after giving effect to the Merger, shall have been obtained; provided, however, that the provisions of this Section 6.1(c) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 5.4 shall have been the cause of, or shall have resulted in, the failure to obtain such consent or approval.

Governmental and Regulatory Approvals. Other than the filing provided for under Section 1.31.3 and filings pursuant to the HSR Act (which are addressed in Section 6.1(c)), all consents, approvals and actions of, filings with and notices to any Governmental Entity required of ParentAHP, the Company Monsanto or any of their Subsidiaries to consummate the Merger, the Share Issuance and the other transactions contemplated hereby, the failure of which to be obtained or taken, individually or in the aggregate, taken would reasonably be expected to have a Material Adverse Effect on Parent Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together after giving effect to the Merger, shall have been obtained; provided, provided however, that the provisions of this Section 6.1(c6.1(d) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 5.4 shall have been the cause of, or shall have resulted in, the failure to obtain such consent or approval.

Governmental and Regulatory Approvals. Other than the filing filings provided for under Section 1.31.5 and filings pursuant to the HSR Act and the EC Merger Regulation (which are addressed in Section 6.1(c) and Section 6.1(d)), all consents, approvals and actions of, filings with and notices to any Governmental Entity required of ParentPNU, the Company Monsanto or any of their Subsidiaries to consummate the Merger, the Share Issuance and the other transactions contemplated hereby, the failure of which to be obtained or taken, individually or in the aggregate, taken would reasonably be expected to have a Material Adverse Effect on Parent Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together after giving effect to the Merger, shall have been obtained; provided, provided however, that the provisions of this Section 6.1(c6.1(e) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 5.4 shall have been the cause of, or shall have resulted in, the failure to obtain such consent or approval.

Governmental and Regulatory Approvals. Other than the filing filings provided for under Section 1.31.5 and filings pursuant to the HSR Act and the EC Merger Regulation (which are addressed in Section 6.1(c) and Section 6.1(d)), all consents, approvals and actions of, filings with and notices to any Governmental Entity required of ParentPNU, the Company Monsanto or any of their Subsidiaries to consummate the Merger, the Share Issuance and Xxxxxxxx xxx the other transactions contemplated hereby, the failure of which to be obtained or taken, individually or in the aggregate, taken would reasonably be expected to have a Material Adverse Effect on Parent Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together after giving effect to the Merger, shall have been obtained; provided, provided however, that the provisions of this Section 6.1(c6.1(e) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 5.4 shall have been the cause of, or shall have resulted in, the failure to obtain such consent or approval.

Governmental and Regulatory Approvals. Other than the filing provided for under Section 1.3, all consents, approvals and actions of, filings with and notices to any Governmental Entity required of Parent, the Company or any of their Subsidiaries to consummate the Merger, the Share Issuance Merger and the other transactions contemplated hereby, the failure of which to be obtained or taken, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together after giving effect to the Merger, shall have been obtained; provided, however, that the provisions of this Section 6.1(c) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 5.4 5.3 shall have been the cause of, or shall have resulted in, the failure to obtain such consent or approval.

Governmental and Regulatory Approvals. Other than the filing provided for under Section 1.31.3 and AMEX Approval, all consents, approvals and actions of, filings with and notices to any Governmental Entity required of ParentEnvision, the Company or any of their its Subsidiaries or LiQ to consummate the Merger, the Share Issuance and the other transactions contemplated hereby, the failure of which to be obtained or taken, individually or in the aggregate, taken would reasonably be expected to have a Material Adverse Effect on Parent Envision and its Subsidiaries (including the Surviving Corporation and its SubsidiariesCorporation), taken together after giving effect to the Merger, shall have been obtained; provided, howeverPROVIDED HOWEVER, that the provisions of this Section 6.1(c5.1(c) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 5.4 4.3 shall have been the cause of, or shall have resulted in, the failure to obtain such consent or approval.