Governmental Filings; No Violations; Etc. (i) Other than the filings and/or notices pursuant to Section 1.3 and under the HSR Act and any other applicable merger control laws (the "Parent Approvals"), no notices, 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 or Merger Sub from, any Governmental Entity in connection 3with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Topps Co Inc)
Governmental Filings; No Violations; Etc. (i) Other than the filings and/or notices pursuant to Section 1.3 1.3, under the Exchange Act and under the HSR Act and any other applicable merger control laws (the "approvals of the Governmental Entities listed in Section 5.2(c)(i) of the Parent Approvals")Disclosure Letter, no notices, 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 or Merger Sub from, any Governmental Entity in connection 3with with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reed Elsevier PLC), Agreement and Plan of Merger (Choicepoint Inc)
Governmental Filings; No Violations; Etc. (ia) Other than the filings and/or notices pursuant to Section 1.3 2.3 and under the HSR Act Act, with the Securities and any other applicable merger control laws Exchange Commission or the New York Stock Exchange (the "“Parent Approvals"”), no notices, 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 or Merger Sub from, any Governmental Entity in connection 3with with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransactions that this Agreement requires it to consummate, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this AgreementTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Payless Shoesource Inc /De/), Agreement and Plan of Merger (Stride Rite Corp)
Governmental Filings; No Violations; Etc. (i) Other Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, other than the filings and/or notices pursuant to Section 1.3 and under the HSR Act and any other applicable merger control laws (the "“Parent Approvals"”), no notices, 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 or Merger Sub from, any Governmental Entity in connection 3with with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Governmental Filings; No Violations; Etc. (i) Other than the filings and/or notices pursuant to Section 1.3 and under the HSR Act Act, the Dutch Competition Act, and any other applicable merger control laws antitrust, competition or premerger notification, trade regulation Law, regulation or Order (collectively, the "Parent ApprovalsPARENT APPROVALS"), no notices, 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 or Merger Sub from, any Governmental Entity in connection 3with with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intermagnetics General Corp)
Governmental Filings; No Violations; Etc. (i) Other than the filings and/or notices pursuant to Section 1.3 and under the HSR Act Act, the ECMR and any other applicable merger control laws (the "“Parent Approvals"”), no notices, 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 or Merger Sub from, any Governmental Entity in connection 3with with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Governmental Filings; No Violations; Etc. (i) Other than filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) the filings and/or notices pursuant to Section 1.3 DGCL, (B) state securities laws and under (C) the HSR Act and any other applicable merger control laws (the "“Parent Approvals"”), no notices, 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 or Merger Sub from, any Governmental Entity in connection 3with with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Governmental Filings; No Violations; Etc. (i) Other than the filings and/or notices pursuant to Section 1.3 and under the HSR Act, the Exchange Act and any other applicable merger control laws the Canadian Approvals (collectively, the "“Parent Approvals"”), no notices, applications, 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 or Merger Sub from, any Governmental Entity in connection 3with with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Governmental Filings; No Violations; Etc. (i) Other than the filings and/or notices pursuant to Section 1.3 and under the HSR Act and any other applicable merger control laws (the "Parent Approvals")1.3, no notices, 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 Parent, Merger Partnership or Merger Sub from, any Governmental Entity in connection 3with with the execution, delivery and performance of this Agreement by Parent Parent, Merger Partnership and Merger Sub and the consummation by Parent Parent, Merger Partnership and Merger Sub of the Merger Mergers and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, prevent or materially delay or materially impair the ability of Parent Parent. Merger Partnership or Merger Sub to consummate the Merger Mergers and the other transactions contemplated by this Agreement.
Appears in 1 contract