Governmental Filings; No Violations; Certain Contracts, Etc. (i) Other than the filings and/or notices (A) pursuant to Section 1.4, (B) under the Antitrust Laws, the Exchange Act and the Securities Act, (C) required to be made with the NYSE, (D) under state securities, takeover and “blue sky” Laws, and (E) (if any) required to be made with the Federal Communications Commission, no notices, reports or other filings are required to be made by Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent, Merger Sub 1 or Merger Sub 2 from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement and the Voting Agreement by Parent, Merger Sub 1 or Merger Sub 2 and the consummation of the Merger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the Voting Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Marathon Petroleum Corp)
Governmental Filings; No Violations; Certain Contracts, Etc. (i) Other than the filings and/or notices necessary notices, reports, filings, consents, registrations, approvals, permits, authorizations, actions or non-actions (A) pursuant to Section 1.41.3, (B) required under the Antitrust LawsHSR Act, the Exchange Act and the Securities Act, (C) required to comply with state securities or “blue-sky” laws, (D) to be made with the NYSE, (D) under state securities, takeover and “blue sky” Laws, NYSE and (E) (if anyother filings and recordations as required by Governmental Entities other than those in the United States as set forth on Section 5.2(e) required to be made with of the Federal Communications CommissionParent Disclosure Letter, no noticesfilings, notices and/or reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent, Merger Sub 1 Parent or Merger Sub 2 from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by Parent and the Voting Agreement by Parent, Merger Sub 1 or Merger Sub 2 and the consummation of the Merger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the Voting AgreementEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)
