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

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a) of the Parent Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent or Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a) of the Parent Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from from, any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent or Merger Sub and the consummation by Parent and or Merger Sub of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) Other than (A) the filings and/or notices pursuant to Section 1.3, (iiB) under the Securities Act filing of the applications and notices with applicable Insurance Authorities and the Exchange Actapproval of such applications or the grant of required licenses by such authorities or the expiration of any applicable waiting periods thereunder (the “Parent Approvals”), (iiiC) required to be made the filing with NASDAQ, the SEC of the Proxy Statement (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Lawsas defined in Section 6.3), and (vD) as set forth in Section 4.4(a) the filing with the SEC of the Parent Disclosure Lettera Schedule 13E-3, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby, except those that the failure to make or obtain would not reasonably be expected to havenot, individually or in the aggregate, a reasonably be expected to prevent or materially delay the ability of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) Other than (A) the filings and/or notices pursuant to Section 1.3, (iiB) under the Securities Act filing of the applications and notices with applicable Insurance Authorities and the Exchange Actapproval of such applications or the grant of required licenses by such authorities or the expiration of any applicable waiting periods thereunder (the "Parent Approvals"), (iiiC) required to be made the filing with NASDAQ, the SEC of the Proxy Statement (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Lawsas defined in Section 6.3), and (vD) as set forth in Section 4.4(a) the filing with the SEC of the Parent Disclosure Lettera Schedule 13E-3, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby, except those that the failure to make or obtain would not reasonably be expected to havenot, individually or in the aggregate, a reasonably be expected to prevent or materially delay the ability of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (a) Except for Other than the reports, registrationsregulations, consents, approvals, permits, authorizations, filings and/or notices and/or filings (i) pursuant to Section 1.3, (ii) under the HSR Act, the Securities Act and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, laws and (vE) as set forth in Section 4.4(a) of the Parent Disclosure Letterwith or to those foreign Governmental Entities regulating competition and antitrust Laws, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from from, any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent or and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby, except those that the failure to make or obtain would not reasonably be expected to haveare not, individually or in the aggregate, a reasonably likely to prevent or materially delay the performance by Parent Material Adverse Effector Merger Sub of any of its material obligations under this Agreement.

Governmental Filings; No Violations; Etc. (ai) Except for (A) the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the HSR Act, and the rules and regulations promulgated thereunder, and (vC) as set forth in Section 4.4(a) the filing with the Secretary of State of the Parent Disclosure LetterState of Delaware of the Delaware Certificate of Merger, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or and Merger Sub and the consummation by Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain as would not reasonably be expected to havenot, individually or in the aggregate, a prevent or materially impair or materially delay the ability of Parent Material Adverse Effector Merger Sub to consummate the Offer, the Merger and the other transactions contemplated by this Agreement.