Common use of No Conflict; Consents and Approvals Clause in Contracts

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Parent Parties of this Agreement and the consummation by the Parent Parties of the Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) the filing of the pre-merger notification report under the HSR Act, the filing with the European Commission of a merger notification in accordance with the EUMR (if required), and such other filings as may be required under any other Regulatory Laws (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 13E-3 with the SEC, (iv) compliance with any applicable foreign or state securities or blue sky laws, (v) compliance with the rules and regulations of NASDAQ and (vi) the other consents and/or notices set forth on Section 4.3(a) of the Parent Disclosure Letter (collectively, clauses (i) through (vi), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, impair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Parent Parties Company of this Agreement and the consummation by the Parent Parties Company of the Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the filing with the European Commission of a merger notification in accordance with Council Regulation (EC) No 139/2004 of the EUMR European Union (the “EUMR”) (if required), and such other filings as may be required under any other Regulatory Laws (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 13E-3 with the SEC, (iv) compliance with the applicable requirements of the Securities Act, (v) compliance with any applicable foreign or state securities or blue sky laws, (vvi) compliance with the rules and regulations of NASDAQ NASDAQ, (vii) as may be required in connection with the Financing or as a result of the identity of, or facts or circumstances related to, the Parent Parties or any of their Affiliates (other than the Company and its Subsidiaries) and (viviii) the other consents and/or notices consents, approvals, authorizations, permits, actions, filings and notifications set forth on in Section 4.3(a3.4(a) of the Parent Company Disclosure Letter (collectively, clauses (i) through (vivii), the “Parent Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, impair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreementconstitute a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Parent Parties Company of this Agreement and the consummation by the Parent Parties Company of the Merger and the other transactions contemplated herein Transactions do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of MergerMerger as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act, the filing with the European Commission of a merger notification in accordance with the EUMR (if required”), and such other any foreign antitrust filings as may that the Company and Parent determine are required to be required under any other Regulatory Laws filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 13E-3 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws, (v) compliance with the rules and regulations of NASDAQ laws and (vi) the other consents and/or notices set forth on Section 4.3(a3.4(a) of the Parent Company Disclosure Letter (collectively, clauses (i) through (vi), the “Parent Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, impair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreementreasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Parent Parties Company of this Agreement and the consummation by the Parent Parties Company of the Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the filing with the European Commission of a merger notification in accordance with the EUMR (if required”), and such other filings as may be required under any other Regulatory Laws (and any actions the expiration or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations termination of the waiting periods, required in connection with the foregoing)period thereunder, (iii) the Irish Bank Approval, (iv) notification to the Financial Sector Conduct Authority of South Africa, (v) the Ontario Securities Commission Clearance, (vi) notice to the Australian Securities & Investments Commission, (vii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 13E-3 with the SEC, (ivviii) compliance with the applicable requirements of the Securities Act, (ix) compliance with any applicable foreign or state securities or blue sky laws, (vx) compliance with the rules and regulations of NASDAQ and (vi) the other consents and/or notices set forth on Section 4.3(a) of the Parent Disclosure Letter NYSE (collectively, clauses (i) through (vix), the “Parent Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would notnot be reasonably likely to result in, individually or in the aggregate, impair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreementa Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The executionSubject to receipt of the consents, approvals and waivers referred to in Section 4.03(a) of the Purchaser Disclosure Schedule, neither the execution and delivery and performance by the Parent Parties Purchaser, any of the Purchasing Subsidiaries or any of the Principal Purchaser Subsidiaries of this Agreement and the Ancillary Agreements to which it is or will be party, nor the consummation of the transactions contemplated thereby or the compliance by the Parent Parties Purchaser, any of the Merger and Purchasing Subsidiaries or any of the other transactions contemplated herein do not and will not require Principal Purchaser Subsidiaries with any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than of the provisions thereof will: (i) conflict with, violate or result in the filing breach of, any provision of the Certificate certificate of Mergerincorporation or by-laws or other organizational documents of the Purchaser, any of the Purchasing Subsidiaries or any of the Principal Purchaser Subsidiaries; (ii) conflict with, violate, or result in the filing breach by the Purchaser, any of the pre-merger notification report under Purchasing Subsidiaries or any of the HSR ActPrincipal Purchaser Subsidiaries of any applicable Law (assuming satisfaction of the condition in Section 8.02(b)); (iii) conflict with, violate, result in the filing with breach or termination of, or constitute a default or give rise to any right of termination or acceleration or right to increase the European Commission of a merger notification in accordance with obligations or otherwise modify the EUMR (if required), and such other filings as may be required terms under any other Regulatory Laws Purchaser Contract; or (iv) result in the creation of any Lien upon any assets of the Purchaser and any actions or nonactionsits Subsidiaries, waiversin each case, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with respect to the foregoingforegoing clauses (ii), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 13E-3 with the SEC, (iv) compliance with any applicable foreign or state securities or blue sky laws, (v) compliance with the rules and regulations of NASDAQ and (vi) the other consents and/or notices set forth on Section 4.3(a) of the Parent Disclosure Letter (collectively, clauses (i) through (vi), the “Parent Approvals”)except for such conflicts, violations, breaches, terminations, defaults, rights or Liens that have not had and other than any consent, approval, authorization, permit, action, filing or notification the failure of which would not reasonably be expected to make or obtain would nothave, individually or in the aggregate, impair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreementa Purchaser Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Parent Parties Company of this Agreement and the consummation by the Parent Parties Company of the Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Articles of Merger and the Certificate of Merger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the filing with the European Commission of a merger notification in accordance with the EUMR (if required”), and such other any foreign antitrust or similar filings as may that the Company and Parent determine are required to be required under any other Regulatory Laws filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 13E-3 with the SECStatement, (iv) compliance with the applicable requirements of the Securities Act, (v) compliance with any applicable foreign or state securities or blue sky lawsLaws, (vvi) compliance with the rules and regulations of NASDAQ NYSE, (vii) as may be required as a result of the identity of, or facts or circumstances related to, Parent of any of its Affiliates (other than the Company and its Subsidiaries) and (viviii) the other consents and/or notices consents, approvals, authorizations, permits, actions, filings and notifications set forth on in Section 4.3(a3.4(a) of the Parent Company Disclosure Letter (collectively, clauses (i) through (viviii), the “Parent Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, impair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreementconstitute a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Parent Parties Company of this Agreement and the consummation by the Parent Parties Company of the Merger and Transactions (including the other transactions contemplated herein Merger) do not and will not require any consent, registration, declaration, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityEntity with respect to the Company or any of its Subsidiaries, other than (i) the filing with the Secretary of State of the State of Ohio of the Certificate of MergerMerger as required by the OGCL, (ii) the filing of the pre-merger notification report under the HSR Act, the filing with the European Commission SEC of a merger notification in accordance with the EUMR (if required), any filings and such other filings as reports that may be required under any other Regulatory Laws (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with this Agreement and the foregoing)Merger under the Exchange Act and the rules and regulations thereunder, including the Proxy Statement (iii) compliance with the applicable requirements rules and regulations of the Exchange Act, including the filing of the Proxy Statement and the Schedule 13E-3 with the SECNASDAQ, (iv) compliance with any applicable foreign or state securities or blue sky laws, laws and (v) compliance with the rules and regulations of NASDAQ and (vi) the other consents and/or notices set forth on Section 4.3(a3.4(a) of the Parent Company Disclosure Letter (collectively, clauses (i) through (viv), the “Parent Company Approvals”), and other than any consent, registration, declaration, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, not individually or in the aggregate, impairreasonably be expected to result in a Company Material Adverse Effect. (b) Subject to obtaining the Company Approvals, prevent or materially delay the ability of each none of the Parent Parties perform execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, or the compliance by the Company or any of its obligations Subsidiaries with any of the provisions of this Agreement will (i) conflict with, or result in any breach, violation or default (with or without notice or lapse of time, or both) of any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, (iii) result in any breach, violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under this any Company Material Contract, Real Property Lease or any Company Permit, (iv) result in the creation of any Lien (other than a Permitted Lien) on any of the properties or assets of the Company or any of its Subsidiaries, or (v) give rise to any obligation to make an offer to purchase or redeem any Indebtedness or Capital Stock (other than pursuant to the Credit Agreement), other than, in the case of clauses (ii) and (iii), any such violation, default, termination, cancellation, acceleration, right or loss that would not individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Section 3.5.