Common use of Governmental Filings; No Violations; Etc Clause in Contracts

Governmental Filings; No Violations; Etc. (a) Other than with respect to procedures under the Companies Law and the necessary filings and clearance, if any, under applicable Antitrust Requirements, 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 Authority in connection with the execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the Merger and the other Transactions. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation of the Merger and the other Transactions will not, (i) constitute or result in (a) a breach or violation of, or a default under, the certificate of incorporation or by laws or comparable organizational documents of Parent and Merger Sub, (b) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligation or the creation of any Encumbrance on any of the assets of Parent or Merger Sub pursuant to, any material Contracts binding upon Parent or Merger Sub, or, (ii) violate any judgment, order, writ, preliminary or permanent injunction or decree or any Law applicable to Parent or Merger Sub or any of their properties or assets, except in the case of clause (ii) for violations, breaches, defaults, terminations, amendments, cancellations or accelerations that would not have, individually or in the aggregate, a material effect on the Parent and Merger Sub, taken as a whole.

Governmental Filings; No Violations; Etc. (a) Other than with respect to procedures under the Companies Law and the necessary filings and clearance, if any, under applicable Antitrust Requirements, no notices, reports or other filings are required to be made by Parent Purchaser or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent Purchaser or Merger Sub from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent Purchaser and Merger Sub and the consummation of the Merger and the other TransactionsTransactions or in connection with the continuing operation of the business of Purchaser following the Effective Time. (b) The execution, delivery and performance of this Agreement by Parent Purchaser and Merger Sub do not, and the consummation of the Merger and the other Transactions will not, (i) constitute or result in (a) a breach or violation of, or a default under, the certificate of incorporation or by laws or comparable organizational documents of Parent Purchaser and Merger Sub, (b) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any material obligation or the creation of any Encumbrance on any of the assets of Parent Purchaser or Merger Sub pursuant to, any material Contracts binding upon Parent Purchaser or Merger Sub, oror (c) any material change in the rights or obligations of any party under any Contract binding on Purchaser or Merger Sub, (ii) violate any judgment, order, writ, preliminary or permanent injunction or decree or any Law applicable to Parent or Purchaser, Merger Sub or any of their respective Affiliates or any of their properties or assets, except in the case of clause (ii) each case, for such breaches, violations, breaches, defaults, terminations, amendments, cancellations defaults or accelerations changes that would not have, individually or in the aggregate, have a material adverse effect on the Parent and Purchaser or Merger Sub, taken as a whole's ability to timely consummate the Merger and the Transactions.

Governmental Filings; No Violations; Etc. (a) Other than with respect to procedures under the Companies Law and the necessary filings and clearance, if any, under applicable Antitrust Requirements, no notices, reports or other filings are required to be made by Parent Purchaser or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent Purchaser or Merger Sub from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent Purchaser and Merger Sub and the consummation of the Merger and the other TransactionsTransactions or in connection with the continuing operation of the business of Purchaser following the Effective Time. (b) The execution, delivery and performance of this Agreement by Parent Purchaser and Merger Sub do not, and the consummation of the Merger and the other Transactions will not, (i) constitute or result in (a) a breach or violation of, or a default under, the certificate of incorporation or by laws or comparable organizational documents of Parent Purchaser and Merger Sub, (b) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any material obligation or the creation of any Encumbrance on any of the assets of Parent Purchaser or Merger Sub pursuant to, any material Contracts binding upon Parent Purchaser or Merger Sub, oror (c) any material change in the rights or obligations of any party under any Contract binding on Purchaser or Merger Sub, (ii) violate any judgment, order, writ, preliminary or permanent injunction or decree or any Law applicable to Parent or Purchaser, Merger Sub or any of their respective Affiliates or any of their properties or assets, except in the case of clause (ii) each case, for such breaches, violations, breaches, defaults, terminations, amendments, cancellations defaults or accelerations changes that would not have, individually or in the aggregate, have a material adverse effect on the Parent and Purchaser or Merger Sub, taken as a whole’s ability to timely consummate the Merger and the Transactions.