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

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) any material Contract to which Parent or Merger Sub is a party by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any Law or any rule or regulation of NASDAQ applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (i), (ii) and (iii), individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and any equivalent foreign antitrust filings, (ii) such filings and reports as required pursuant to the applicable requirements of the Securities Act, the Exchange Act, the Israeli Securities Laws and any other applicable state, federal, Israeli or foreign securities, takeover and “blue sky” laws, (iii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (iv) any filings required under the rules and regulations of NASDAQ, (v) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable R&D Law, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub any of its Subsidiaries under, or give rise to to, any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) Parent’s Organizational Documents or the certificate Organizational Documents of incorporation or bylaws any Subsidiary of Parent or Merger SubParent, (ii) any material Parent Material Contract to which Parent or Merger Sub is a party by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b4.5 and Section 5.5(b), any Law or any rule or regulation of NASDAQ Nasdaq applicable to Parent or Merger Sub any of its Subsidiaries, or by which ParentParent or any of its Subsidiaries, Merger Sub or any of their respective properties or assets assets, may be bound, except as, in the case of clauses (i), (ii) and (iii), as individually or in the aggregate, has would not had and would not reasonably be expected to have be material to Parent and its Subsidiaries, taken as a Parent Material Adverse Effectwhole. (b) No consent, approval, order Order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or Merger Sub any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement or compliance with the provisions hereof, except for (i) (x) the filing with the SEC of the Proxy Statement in definitive form, or (y) the filing of with the pre-merger notification report SEC and the declaration of effectiveness under the HSR Securities Act of the Registration Statement, as the case may be, and any equivalent foreign antitrust filingsthe filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, the Israeli Securities Laws Act and any other applicable state, federal, Israeli state or foreign federal securities, takeover and “blue sky” lawsLaws, (iii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (iv) any filings or approvals required under the rules and regulations of NASDAQ, (v) Nasdaq to permit the execution by shares of Parent of an undertaking Common Stock that are to be issued in customary form in favor of the IIA Parent Stock Issuance to comply with the applicable R&D Lawbe listed on Nasdaq, and (viiv) such other consents, approvals, ordersOrders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have would not had and would not reasonably be expected to have be material to Parent and its Subsidiaries, taken as a Parent Material Adverse Effectwhole.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Parent and Merger Sub Quintiles does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Quintiles with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent Quintiles or Merger Sub any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate Quintiles Charter or Quintiles Bylaws, or the articles of incorporation or bylaws (or similar organizational documents) of Parent or Merger Subany Subsidiary of Quintiles, (ii) any material Contract to which Parent Quintiles or Merger Sub any of its Subsidiaries is a party or by which Parent, Merger Sub Quintiles or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to receipt of the Quintiles Stockholder Approval and the governmental filings and other matters referred to in Section 4.3(b4.5(b), any Law or any rule or regulation of NASDAQ the NYSE applicable to Parent Quintiles or Merger Sub any of its Subsidiaries or by which Parent, Merger Sub Quintiles or any of its Subsidiaries or any of their respective properties or assets may be bound, except asexcept, in the case of clauses (i), (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Quintiles Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent Quintiles or Merger Sub any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and Merger Sub Quintiles or the consummation by Parent and Merger Sub Quintiles of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report as required under the HSR Act and or under any equivalent foreign antitrust filingsother applicable Antitrust Law, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, the Israeli Securities Laws Act and any other applicable state, federal, Israeli state or foreign federal securities, takeover and “blue sky” laws, (iii) the filing of the Certificate of Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings Delaware Secretary of State, as required under by the ICL with respect to DGCL, (iv) the consummation of the Merger and the issuance filing of the Certificate of Merger Conversion (as defined in the Plan of Conversion) with the Delaware Secretary of State, as required by the Companies RegistrarDGCL, and the Articles of Conversion (as defined in the Plan of Conversion) with the Secretary of State of the State of North Carolina (the “North Carolina Secretary of State”), as required by the NCBCA, (ivv) any filings and approvals required under the rules and regulations of NASDAQ, (v) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable R&D Law, NYSE and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and or would not reasonably be expected to have a Parent Quintiles Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellationcancelation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) (A) the certificate of incorporation or bylaws of Parent or Merger Sub or (B) the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of Parent other than Merger Sub, (ii) any Contract that would be required to be filed by Parent as a “material Contract contract” pursuant to which Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by Parent or Merger Sub is on a party by which ParentCurrent Report on Form 8-K (each, Merger Sub or any of their respective properties or assets may be bound a “Parent Material Contract”) or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b4.4(b), any Law or any rule or regulation of NASDAQ applicable to Parent or Merger Sub any of its Subsidiaries or by which Parent, Merger Sub Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, except asexcept, in the case of clauses (i), (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or Merger Sub any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereofhereby, except for (i) the filing of the pre-merger notification report under the HSR Act and any equivalent filings required under other applicable foreign or supranational antitrust filingsand competition Laws, (ii) such filings and reports as required pursuant to the applicable requirements of the Securities Act, the Exchange Act, the Israeli Securities Laws Act and any other applicable state, federal, Israeli state or foreign federal securities, takeover and “blue sky” laws, (iii) the filing of the Articles of Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings Wisconsin Department of Financial Institutions as required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarWBCL, (iv) any filings required under the rules and regulations of NASDAQ, NASDAQ and (v) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable R&D Law, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The Except as set forth in Section 4.5(a) of the Standard Pacific Disclosure Letter, the execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Parent and Merger Sub Standard Pacific does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Standard Pacific with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent Standard Pacific or Merger Sub any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Standard Pacific Charter or Standard Pacific Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of Parent or Merger Subany Subsidiary of Standard Pacific, (ii) any material Contract to which Parent Standard Pacific or Merger Sub any of its Subsidiaries is a party or by which Parent, Merger Sub Standard Pacific or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b4.5(b), any Law or any rule or regulation of NASDAQ the NYSE applicable to Parent Standard Pacific or Merger Sub any of its Subsidiaries or by which Parent, Merger Sub Standard Pacific or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (i), (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Standard Pacific Material Adverse EffectEffect (provided, that clause (9) of the definition of Standard Pacific Material Adverse Effect shall be disregarded for purposes of this Section 4.5(a)). (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent Standard Pacific or Merger Sub any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and Merger Sub Standard Pacific or the consummation by Parent and Merger Sub Standard Pacific of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and any equivalent foreign antitrust filings, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, the Israeli Securities Laws Act and any other applicable state, federal, Israeli state or foreign federal securities, takeover and “blue sky” laws, (iiiii) the filing of the Certificate of Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings Delaware Secretary of State as required under by the ICL with respect to the consummation of the Merger DGCL, and the issuance filing of the Certificate of Merger by (or any other certificate, agreement or other document specified in the Companies Registrarrelevant provisions of the MGCL to cause the Merger to be effective in Maryland) with the Maryland Department, (iviii) any filings and approvals required under the rules and regulations of NASDAQ, (v) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable R&D LawNYSE, and (viiv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and or would not reasonably be expected to have a Parent Standard Pacific Material Adverse EffectEffect (provided, that clause (9) of the definition of Standard Pacific Material Adverse Effect shall be disregarded for purposes of this Section 4.5(b)).

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Parent or Merger Sub, (ii) any material Contract to which Parent or Merger Sub is a party by which Parent, Merger Sub or any of their respective properties or assets may be bound bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b)4.4, any material Law (other than the Securities Act, the Exchange Act, any similar state securities Laws or any rule or regulation of NASDAQ Nasdaq applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound), except as, in the case of clauses (i), clause (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Other than pursuant to the Securities Act, the Exchange Act, any similar state securities Laws or any rule or regulation of Nasdaq applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and or Merger Sub or the consummation by Parent and or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and any equivalent foreign antitrust filings, (ii) such filings and reports as required pursuant to the applicable requirements of the Securities Act, the Exchange Act, the Israeli Securities Laws and any other applicable state, federal, Israeli or foreign securities, takeover and “blue sky” laws, (iii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (iv) any filings required under the rules and regulations of NASDAQ, (v) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable R&D Law, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) The Parent Board and the Merger Sub board have taken all actions necessary to ensure that the Takeover Laws are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the transactions contemplated by this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Parent and Merger Sub IMS Health does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub IMS Health with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent IMS Health or Merger Sub any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the IMS Health Charter or IMS Health Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of Parent or Merger Subany Subsidiary of IMS Health, (ii) any material Contract to which Parent IMS Health or Merger Sub any of its Subsidiaries is a party or by which Parent, Merger Sub IMS Health or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to receipt of the IMS Health Stockholder Approval and the governmental filings and other matters referred to in Section 4.3(b3.5(b), any Law or any rule or regulation of NASDAQ the NYSE applicable to Parent IMS Health or Merger Sub any of its Subsidiaries or by which Parent, Merger Sub IMS Health or any of its Subsidiaries or any of their respective properties or assets may be bound, except asexcept, in the case of clauses (i), (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent an IMS Health Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent IMS Health or Merger Sub any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and Merger Sub IMS Health or the consummation by Parent and Merger Sub IMS Health of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report as required under the HSR Act and or under any equivalent foreign antitrust filingsother applicable Antitrust Law, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, the Israeli Securities Laws Act and any other applicable state, federal, Israeli state or foreign federal securities, takeover and “blue sky” laws, (iii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (iv) any filings required under the rules and regulations of NASDAQ, (v) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable R&D Law, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.,

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by each of Parent and Merger Sub IMS Health does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub IMS Health with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent IMS Health or Merger Sub any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the IMS Health Charter or IMS Health Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of Parent or Merger Subany Subsidiary of IMS Health, (ii) any material Contract to which Parent IMS Health or Merger Sub any of its Subsidiaries is a party or by which Parent, Merger Sub IMS Health or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to receipt of the IMS Health Stockholder Approval and the governmental filings and other matters referred to in Section 4.3(b3.5(b), any Law or any rule or regulation of NASDAQ the NYSE applicable to Parent IMS Health or Merger Sub any of its Subsidiaries or by which Parent, Merger Sub IMS Health or any of its Subsidiaries or any of their respective properties or assets may be bound, except asexcept, in the case of clauses (i), (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent an IMS Health Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent IMS Health or Merger Sub any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and Merger Sub IMS Health or the consummation by Parent and Merger Sub IMS Health of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report as required under the HSR Act and or under any equivalent foreign antitrust filingsother applicable Antitrust Law, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, the Israeli Securities Laws Act and any other applicable state, federal, Israeli state or foreign federal securities, takeover and “blue sky” laws, (iii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger with the Delaware Secretary of State, as required by the Companies RegistrarDGCL, (iv) any filings and approvals required under the rules and regulations of NASDAQ, NYSE and (v) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable R&D Law, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and or would not reasonably be expected to have a Parent an IMS Health Material Adverse Effect.