Common use of Necessary Consents Clause in Contracts

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Acquiror in connection with the execution and delivery of this Agreement or the consummation of the 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 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (ii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the Antitrust Laws of the jurisdictions set forth in Schedule 6.1(f), (iii) the approval of the 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 the “Acquiror 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 Entity”) is required to be obtained or made by Acquiror the Company in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Merger 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 Exchange Act as may be required Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in connection with this Agreement and which the transactions contemplated hereby and therebyCompany 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, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act applicable federal, foreign and state securities (or related) laws and the Hxxx-Xxxxx-Xxxxxx Antitrust Laws Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the jurisdictions set forth in Schedule 6.1(f)comparable applicable laws of other jurisdictions, (iii) the approval of the 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 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 (i) through (iii) are referred to herein as which the “Acquiror Necessary ConsentsMerger 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 Governmental Entity is required to be obtained or made by Acquiror Parent in connection with the execution execution, delivery and delivery performance of this Agreement or the consummation of the Acquisition, First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iiiv) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act Act, and the Antitrust Laws comparable laws of any foreign country reasonably determined by the jurisdictions set forth in Schedule 6.1(f)parties to be required, (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, and (ivv) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) 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 (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect on Parent and adversely affect Acquiror’s ability to effect the Acquisitionits Subsidiaries, taken as a whole. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iiivii) are referred to herein as the “Acquiror Parent Necessary Consents” and together with the Company Necessary Consents are referred to 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, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by Acquiror Seller or the Company in connection with the Seller’s execution and delivery of this Agreement or any of the Ancillary Agreements or the consummation of the Acquisition, and other transactions contemplated herebyhereby or thereby, except for: for (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (ii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act applicable federal, foreign and state securities (or related) laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Laws Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the jurisdictions set forth in Schedule 6.1(f)comparable laws of other jurisdictions, (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, and (ivii) such other consents, clearancesauthorizations, approvalsfilings, ordersapprovals and registrations set forth in Section 2.3(c) of the Seller Disclosure Letter, and (iii) such other consents, authorizations, registrationsfilings, declarations approvals and filings with respect to any Governmental Entity registrations the failure absence of which to obtain would not, individually or in the aggregate, not be reasonably be expected to materially and adversely affect Acquiror’s ability to effect have a Material Adverse Effect on the AcquisitionCompany. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in clauses (i) through and (iiiii) are referred to herein as the “Acquiror Necessary Consents.”

Necessary Consents. No consent, 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, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by Acquiror the Company in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required Articles of Merger with the Secretary of State of the State of California and appropriate documents with the relevant authorities of other states in connection with this Agreement and which the transactions contemplated hereby and therebyCompany and/or Parent are qualified to do business, (ii) the filing of the 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 (iii) such other consents, clearanceswaivers, approvals, orders, authorizations, registrations, declarations and filings which if not obtained or made would not have a Material Adverse Effect on the Company and its Subsidiaries taken as may be required under a whole or materially adversely affect the HSR Act and the Antitrust Laws ability of the jurisdictions set forth parties hereto to consummate the Merger within the time frame in Schedule 6.1(f), (iii) which the approval Merger would otherwise be consummated in the absence of the SIC of the conditions to the Offer as set forth in Annex IIneed for such consent, and (iv) such other consentswaiver, clearancesapproval, approvalsorder, ordersauthorization, authorizationsregistration, registrations, declarations and filings with respect to any Governmental Entity the failure of which to obtain would not, individually declaration or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisitionfiling. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iii) are referred to herein as the “Acquiror Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity Authority is required to be obtained or made by Acquiror Enzon in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Enzon Merger 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 Exchange Act as may be required 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 connection with this Agreement and the transactions contemplated hereby and therebywhich Enzon and/or NPS are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with 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 and the HSR Act and any other comparable foreign merger Legal Requirements, (iv) the Antitrust Laws consents listed on Section 2.3(b) of the jurisdictions set forth in Schedule 6.1(f), (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, Enzon Disclosure Letter; and (ivv) such other consents, clearances, approvals, orders, authorizations, registrationsfilings, declarations approvals and filings with respect registrations which if not obtained or made would not be material to any Governmental Entity Enzon or NPS or materially adversely affect the failure ability of the parties hereto to consummate the Mergers within the time frame in which to obtain the Mergers would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisitionapproval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iiiv) are referred to herein as the “Acquiror "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 Governmental Entity or any other Person is required to be obtained or made by either Globe or Acquiror in connection with the execution execution, delivery and delivery performance of this Agreement or the consummation of the 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 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (ii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the Antitrust Laws of the jurisdictions set forth in Schedule 6.1(f)Section 6.1(e) of the Company Disclosure Schedule, (iii) (A) the submission of a joint voluntary notice of the Acquisition and other transactions contemplated by this Agreement to CFIUS and any requested supplemental information pursuant to FINSA and (B) the CFIUS Approval, (iv) the approval of the SIC of the conditions to the Offer as set forth in Annex ANNEX II, (v) the approval of each of the Investment Committee of the Ministry of the Economic Affairs of the Republic of China and the Central Bank of the Republic of China (collectively, the “ROC Approvals”) and (ivvi) 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, not would not be reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisitionhave an Acquiror Material Adverse Effect. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in clauses (i) through (iiiv) above are referred to herein as the “Acquiror Necessary Consents.”

Necessary Consents. No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or any other Person is required to be obtained or made by Acquiror the Company in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in connection with this Agreement which the Company and/or Purchaser are qualified to do business and the transactions contemplated hereby and thereby, (ii) such other consents, clearanceswaivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the Antitrust Laws identified in Section 2.3(c) of the jurisdictions set forth in Disclosure Schedule 6.1(f)if not obtained or made would not be material to the Company, (iii) taken as a whole, or Purchaser and its subsidiaries, taken as a whole, or materially adversely affect the approval ability of the SIC parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the conditions to the Offer as set forth in Annex IIneed for such consent, and (iv) such other consentswaiver, clearancesapproval, approvalsorder, ordersauthorization, authorizationsregistration, registrations, declarations and filings with respect to any Governmental Entity the failure of which to obtain would not, individually declaration or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisitionfiling. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iiiii) are referred to herein as the “Acquiror Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity Authority is required to be obtained or made by Acquiror Enzon in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Enzon Merger 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 Exchange Act as may be required 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 connection with this Agreement and the transactions contemplated hereby and therebywhich Enzon and/or NPS are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with 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 and the HSR Act and any other comparable foreign merger Legal Requirements, (iv) the Antitrust Laws consents listed on Section 2.3(b) of the jurisdictions set forth in Schedule 6.1(f), (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, Enzon Disclosure Letter; and (ivv) such other consents, clearances, approvals, orders, authorizations, registrationsfilings, declarations approvals and filings with respect registrations which if not obtained or made would not be material to any Governmental Entity Enzon or NPS or materially adversely affect the failure ability of the parties hereto to consummate the Mergers within the time frame in which to obtain the Mergers would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisitionapproval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iiiv) are referred to herein as the “Acquiror 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, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or any other Person is required to be obtained or made by Acquiror the Company in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required in connection Certificate of Merger with this Agreement and the transactions contemplated hereby and therebySecretary of State of the State of Delaware, (ii) filings required under, and compliance with any applicable Legal Requirements of, the Exchange Act and the Securities Act, including the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and any other applicable state or federal securities laws, (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign antitrust law, including written approval from the Investment Center, as set forth on Section 7.1(c) of the Company Disclosure Letter, (iv) any filings required by, and approvals required under, the rules and policies of The NASDAQ Capital Market, and (v) such other consents, clearanceswaivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the Antitrust Laws of the jurisdictions set forth in Schedule 6.1(f), (iii) the approval of the 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 if not obtained or made would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or materially impede, or that would reasonably be expected to materially impede, the authority or ability of the Company to consummate the Merger and adversely affect Acquiror’s ability to effect the Acquisitionother transactions contemplated by this Agreement in accordance with the terms hereof in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iiiv) are referred to herein as the “Acquiror Necessary Consents.”