Common use of Necessary Consents Clause in Contracts

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Prospectus/Joint Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the comparable applicable laws of other jurisdictions, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations which if not obtained or made would not be material to the Company or the Surviving Entity or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration or filings.

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) Entity is required to be obtained or made by the Company Acquiror in connection with the execution and delivery of this Agreement or the consummation of the Merger Acquisition, and other transactions contemplated hereby, except for: (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Certificate of Merger Exchange Act as may be required in connection with this Agreement and the Secretary of State of the State of Delaware transactions contemplated hereby and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do businessthereby, (ii) the filing of the Prospectus/Joint Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement, (iii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws the HSR Act and the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements Laws of the comparable applicable laws jurisdictions set forth in Schedule 6.1(f), (iii) the approval of other jurisdictionsthe SIC of the conditions to the Offer as set forth in Annex II, and (iv) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisition. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iii) are referred to herein as may be required under applicable state securities or the “blue sky” laws and the securities laws of any foreign country, and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations which if not obtained or made would not be material to the Company or the Surviving Entity or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration or filingsAcquiror Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign governmentwith, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) Entity is required to be obtained or made by the Company Parent or Merger Sub in connection with the execution and delivery of this Agreement or and the consummation of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of or other states state in which the Company and/or or Parent are is qualified to do business, (ii) any filings required pursuant to the Exchange Act or the Securities Act and the rules and regulations promulgated thereunder, or applicable Canadian or Ontario securities Legal Requirements, (iii) the filing of the Prospectus/Joint Proxy Statement Notification and Report Forms with the Securities FTC and Exchange Commission (DOJ required by the “SEC”) in accordance with the Securities Exchange HSR Act of 1934, as amended (the “Exchange Act”) and the effectiveness expiration or termination of the Registration Statement, (iii) applicable waiting period under the HSR Act and such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, the foreign and state securities (or relatedmerger control regulations identified in Section 3.3(b) laws and the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the comparable applicable laws of other jurisdictionsCompany Disclosure Letter, (iv) the consents listed on Section 4.2(c) of the Parent Disclosure Letter, and (v) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations which if not obtained or made would not reasonably be material expected to the Company or the Surviving Entity or materially and adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration or filingscontemplated by this Agreement.

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) Authority is required to be obtained or made by the Company Enzon in connection with the execution and delivery of this Agreement or the consummation of the Enzon Merger and other transactions contemplated hereby, except for: (i) the filing of the Enzon Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company Enzon and/or Parent NPS are qualified to do business, (ii) the filing of the ProspectusProxy Statement/Joint Proxy Statement Prospectus with the Securities and Exchange Commission (the “SEC”) SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) and satisfaction of such any other requirements of the comparable applicable laws of other jurisdictionsforeign merger Legal Requirements, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws consents listed on Section 2.3(b) of any foreign country, the Enzon Disclosure Letter; and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations which if not obtained or made would not be material to the Company Enzon or the Surviving Entity NPS or materially adversely affect the ability of the parties hereto to consummate the Merger Mergers within the time frame in which the Merger Mergers would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (v) are referred to herein as the "Necessary Consents" (provided that for the purposes of the definition of "Necessary Consents" with respect to NPS, clause (iv) shall be deemed to refer to the consents set forth in Section 3.3(b) of the NPS Disclosure Letter).

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) Entity is required to be obtained or made by the Company IXX Trust or IRAFG in connection with the execution and delivery of this Agreement or the consummation of the Merger Exchange and other transactions contemplated hereby, except for: (i) the filing by IXX Trust of the Certificate Change of Merger Control Notice with the Secretary Division of State of the State of Delaware Banking pursuant to South Dakota law and appropriate documents with the relevant authorities of other states in which the Company and/or Parent IXX Trust and IRAFG are qualified to do business, (ii) the filing of the Prospectus/Joint Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or relatedother) laws and Legal Requirements, including, but not limited to, the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements approval of the comparable applicable laws Change of other jurisdictionsControl Notice by the Division of Banking pursuant to South Dakota law, (iviii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, (iv) such other consents, authorizations, filings, approvals and registrations set forth in Section 2.03(c) of the IXX Financial Disclosure Letter and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations registrations, which if not obtained or made would not be material to the Company material, individually or the Surviving Entity or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of aggregate, to IXX Trust or IRAFG. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) and (ii) are referred to herein as the need for such consent, approval, order, authorization, registration, declaration or filings“IXX Financial Necessary Consents.”

Necessary Consents. No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, Governmental Entity or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) Person is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent Purchaser are qualified to do business, business and (ii) the filing of the Prospectus/Joint Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934such other consents, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement, (iii) such consentswaivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or relatedidentified in Section 2.3(c) laws and the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the comparable applicable laws of other jurisdictions, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations which Disclosure Schedule if not obtained or made would not be material to the Company Company, taken as a whole, or the Surviving Entity Purchaser and its subsidiaries, taken as a whole, or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filingsfiling. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (ii) are referred to herein as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) Authority is required to be obtained or made by the Company Enzon in connection with the execution and delivery of this Agreement or the consummation of the Enzon Merger and other transactions contemplated hereby, except for: (i) the filing of the Enzon Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company Enzon and/or Parent NPS are qualified to do business, (ii) the filing of the ProspectusProxy Statement/Joint Proxy Statement Prospectus with the Securities and Exchange Commission (the “SEC”) SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) and satisfaction of such any other requirements of the comparable applicable laws of other jurisdictionsforeign merger Legal Requirements, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws consents listed on Section 2.3(b) of any foreign country, the Enzon Disclosure Letter; and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations which if not obtained or made would not be material to the Company Enzon or the Surviving Entity NPS or materially adversely affect the ability of the parties hereto to consummate the Merger Mergers within the time frame in which the Merger Mergers would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (v) are referred to herein as the “Necessary Consents” (provided that for the purposes of the definition of “Necessary Consents” with respect to NPS, clause (iv) shall be deemed to refer to the consents set forth in Section 3.3(b) of the NPS Disclosure Letter).