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

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the execution, delivery and performance by Parent, Seller and Company of this Agreement and each of the Transaction Documents to which Parent, Seller or Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate any Applicable Law with respect to Parent, Seller and Company; or (ii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Parent, Seller and/or the Company under, or result in the creation of any Encumbrance on any property, asset or right of Parent, Seller, or Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, Seller or Company is a party or by which Parent, Seller, or the Company or any of its respective properties, assets or rights are bound or affected. (b) Except to the extent set forth in Section 2.4(b), the execution, delivery and performance by Parent, Seller, and Company of this Agreement and each of the Transaction Documents to which Parent, Seller or Company is or will be a party and the consummation of the transactions contemplated hereby or thereby by Parent, Seller or the Company does not, and the performance of this Agreement by Parent, Seller and the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parent, Seller or the Company.

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the The execution, delivery and performance by Parent, Seller and Company or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Parent, Seller or Company any of its Subsidiaries is or will be a party, and the consummation of the transactions contemplated hereby and therebyTransactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of Seller or any of its Subsidiaries; (ii) conflict with or violate any Applicable Law with respect to Parent, Seller and CompanyLaw; or (iiiii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Parent, Seller and/or the Company under, or result in the creation of any an Encumbrance (other than Permitted Encumbrances) on any property, asset or right of Parent, Seller, or Company the Purchased Assets pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, otherwise adversely affect the rights of Seller or Company is a party or by which Parent, Seller, or the Company or any of its respective propertiesSubsidiaries under, assets or rights are bound result in the loss of a material benefit under, any Material Contract or affectedSeller Permit, except, in each case, as would not be material to the Business or the ownership or operation of the Purchased Assets. (b) Except to the extent set forth in Section 2.4(b), the The execution, delivery and performance by Parent, Seller, and Company Seller or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Parent, Seller or Company any of its Subsidiaries is or will be a party party, and the consummation of the transactions contemplated hereby or thereby Transactions by Parent, Seller or the Company does and its Subsidiaries do not, and the performance of this Agreement by Parent, Seller and the Company its Subsidiaries will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parent, Seller or any of its Subsidiaries, except for any filings required to be made under the CompanyXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and under any other applicable antitrust, competition, trade regulation or merger control Law (together with the HSR Act, the “Antitrust Laws”).

No Conflict; Required Consents and Approvals. (a) Except to the extent as set forth in Section 2.4(a) Schedule 2.5, the execution, delivery and performance by Parent, Seller and Company of this Agreement and each of the Transaction Documents to which Parentother agreements, Seller or Company is or will be a party, instruments and the consummation of the transactions documents contemplated hereby and therebyby the Company and/or the Sellers will not result in any violation of, do not and will not: (i) be in conflict with or violate any Applicable Law with respect to Parent, Seller and Company; or (ii) result in any breach of, constitute a default (with or an event that, with without due notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Parent, Seller and/or the Company under, or result in the creation acceleration of obligations under or create in ActiveUS 136966801v.1 any party the right to accelerate, terminate, modify or cancel (a) the Articles or the respective organizational documents of any Encumbrance on Subsidiary, (b) any propertyMaterial Contract, asset (c) any Authorization, (d) any Registration or right (e) any Legal Requirement, other than, in the case of Parent, Seller, or Company pursuant toclauses (b)-(e), any notesuch violations, bondconflicts, mortgagedefaults, indentureobligations or rights that, agreementindividually or in the aggregate, lease, license, permit, franchise, instrument, obligation would not reasonably be expected to result in any material Liability or other Contract to which Parent, Seller result in the loss of any material right or Company is a party or by which Parent, Seller, or benefit of the Company or any of its respective properties, assets or rights are bound or affected. (b) Subsidiaries. Except as set forth on Schedule 2.5 and subject to the extent set forth filing requirements of the HSR Act and any other applicable Antitrust Laws, no notice to or consent, order, approval, authorization, declaration or filing with or from any Governmental Authority or any party to a Material Contract is required on the part of the Company or any of its Subsidiaries for or in Section 2.4(b), connection with the execution, delivery and performance by Parent, Seller, and Company of this Agreement and each of the Transaction Documents to which Parent, Seller or Company is or will be a party and the consummation of the transactions contemplated hereby or thereby Transactions by Parent, Seller or the Company does and/or the Sellers, other than any notices, consents, orders, approvals, authorizations, declarations or filings with or from any party to a Material Contract that, if not obtained or made, would not, and individually or in the performance aggregate, reasonably be expected to result in any material Liability or to result in the loss of this Agreement by Parent, Seller and any material right or benefit of the Company will not, require or any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parent, Seller or the Companyits Subsidiaries.

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the The execution, delivery and performance by Parent, Seller and the Company of this Agreement and each of the Transaction Documents to which Parent, Seller or the Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the articles of incorporation or bylaws or equivalent organizational documents of the Company or any Applicable Law with respect to Parent, Seller and Companyof its Subsidiaries; or (ii) conflict with or violate any applicable Law; (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Parent, Seller and/or the Company under, or result in the creation of any an Encumbrance on any property, property or asset or right of Parent, Seller, or Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, Seller or Company is a party or by which Parent, Seller, or the Company or any of its respective propertiesSubsidiaries pursuant to, assets or otherwise adversely affect the rights are bound of the Company or affectedany of its Subsidiaries under, or result in the loss of any benefit under, any Material Contract or Company Permit. (b) Except The Company and the transactions contemplated hereby are not, and by the passage of time will not be, subject to a right of first negotiation, right of first offer or refusal, or any other similar right granted by the extent set forth Company (or any of its Affiliates) to and in favor of a third party with respect to any Acquisition Proposal or otherwise that could affect, threaten the compliance of any of the exclusivity obligations under Section 2.4(b4.9 (Exclusivity), or cause any delays in the consummation of the transactions contemplated by this Agreement. (c) The execution, delivery and performance by Parent, Seller, and the Company or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Parent, Seller the Company or Company any of its Subsidiaries is or will be a party party, and the consummation of the transactions contemplated hereby or and thereby by Parent, Seller or the Company does and its Subsidiaries do not, and the performance of this Agreement by Parent, Seller and the Company and its Subsidiaries will not, require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental Entity Authority for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parentthe Company or any of its Subsidiaries, Seller except for (i) the filing of the Certificate of Merger with the Arkansas Secretary; and (ii) those consents, approvals, authorizations, Permits, filings or notifications that are listed in Section 2.5(c) of the Company Disclosure Schedule. (d) No “fair price,” “interested stockholder,” “business combination” or similar provision of any state takeover Law is, or at the Effective Time will be, applicable to the transactions contemplated by this Agreement or the CompanyTransaction Documents.

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the The execution, delivery and performance by Parent, Seller and the Company of this Agreement and each of the Transaction Documents to which Parent, Seller or the Company is or will be a party, and the consummation of the transactions contemplated hereby and therebyTransactions, do not and will not: (i) conflict with or violate the Company Organizational Documents, (ii) conflict with or violate any Applicable Law with respect to ParentLaw, Seller and Company; or (iiiii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person (except for adoption of the Resolution for the issuance of the Additional Shares and as provided in clause (b) of this Section) pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow or result in the imposition creation of an Encumbrance on any fees property or penaltiesasset of the Company pursuant to, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any the rights of Parent, Seller and/or the Company under, or result in the loss of a benefit under, any Company Contract, (iv) result in the creation or imposition of any Encumbrance of any kind on any property, asset assets or right securities of Parent, Sellerthe Company (except for Encumbrances on the Shares as provided in the Shareholder Agreement or the Stichting Documentation) or any Subsidiary, or (v) violate any rule or regulation or listing requirement of Euronext Amsterdam, NASDAQ or any other stock exchange on which the Company pursuant tohas listed its securities for trading, any noteexcept, bondwith respect to clauses (iii) and (iv), mortgagefor such conflicts, indentureviolations, agreement, lease, license, permit, franchise, instrument, obligation breaches or defaults or other Contract occurrences that, individually or in the aggregate, would not reasonably be expected to which Parent, Seller or Company is have a party or by which Parent, Seller, or material adverse effect on the Company or any of its respective properties, assets or rights are bound or affectedmaterially affect the Company’s ability to consummate the Transactions. (b) Except to the extent set forth in Section 2.4(b), the The execution, delivery and performance by Parent, Seller, and the Company of this Agreement and each of the Transaction Documents to which Parent, Seller or the Company is or will be a party party, and the consummation of the transactions contemplated hereby or thereby Transactions by Parent, Seller or the Company does do not, and the performance of this Agreement by Parent, Seller and the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity of competent jurisdiction for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parentthe Company, Seller except for (i) the filing for approval of the prospectus and request for admission to trading as set forth in Section 4.3 and any filing contemplated by the Investor Rights Agreement and (ii) any notifications, filings or clearances required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or the CompanyAntitrust Laws of any other jurisdiction.

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the The execution, delivery and performance by Parent, Seller and the Company of this Agreement and each of the Transaction Documents to which Parent, Seller or the Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate any Applicable Law with respect to Parent, Seller and the certificate of incorporation or bylaws of the Company; or (ii) materially conflict with or violate any applicable Law; (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow or result in the imposition creation of an Encumbrance on any fees property or penaltiesasset of the Company pursuant to, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any the rights of Parent, Seller and/or the Company under, or result in the creation loss of any Encumbrance on any propertybenefit under, asset an material Contract or right of Parent, Seller, or material Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, Seller or Company is a party or by which Parent, Seller, or the Company or any of its respective properties, assets or rights are bound or affectedPermit. (b) Except The Company and the transactions contemplated hereby are not, and by the passage of time will not be, subject to a right of first negotiation, right of first offer or refusal, or any other similar right granted by the extent set forth Company (or any of its Affiliates) to and in Section 2.4(b), the favor of a third party. (c) The execution, delivery and performance by Parent, Seller, and the Company of this Agreement and each of the Transaction Documents to which Parent, Seller or the Company is or will be a party party, and the consummation of the transactions contemplated hereby or and thereby by Parent, Seller or the Company does do not, and the performance of this Agreement by Parent, Seller and the Company will not, except as would not reasonably be expected to have a Material Adverse Effect, require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parent, Seller or the Company, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State; and (ii) those consents, approvals, authorizations, Permits, filings or notifications listed in Section 2.4(b) of the Company Disclosure Schedule.

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the The execution, delivery and performance by Parent, Seller and the Company of this Agreement and each of the Transaction Documents other documents and agreements contemplated hereby to which Parent, Seller or the Company is or will be become a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the Company Charter or bylaws or equivalent organizational documents of the Company or any Applicable Law of its Subsidiaries; (ii) conflict with respect to Parent, Seller and Companyor violate any applicable Legal Requirements; or (iiiii) result in any material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would could reasonably be expected to become a material default or material breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Parent, Seller and/or the Company under, or result in the creation of any Encumbrance Lien on any property, property or asset or right of Parent, Seller, or Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, Seller or Company is a party or by which Parent, Seller, or the Company or any of its respective propertiesSubsidiaries pursuant to, assets or otherwise adversely affect the rights are bound of the Company or affectedany of its Subsidiaries under, or result in the loss of a material benefit under, any Contract or Company Permit. (b) Except to the extent set forth in Section 2.4(b), the The execution, delivery and performance by Parent, Seller, and the Company or any of its Subsidiaries of this Agreement and each of the Transaction Documents documents and agreements contemplated hereby to which Parent, Seller the Company or Company any of its Subsidiaries is or will be a party party, and the consummation of the transactions contemplated hereby or and thereby by Parent, Seller or the Company does and its Subsidiaries do not, and the performance of this Agreement by Parent, Seller and the Company and its Subsidiaries will not, require any consent, approval, authorization license or permit (each, a “Permit”) of, or filing with or notification to, any counterparty to a Material Contract, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parentthe Company or any of its Subsidiaries, Seller except for those consents, approvals, authorizations, permits, filings or notifications listed in Section 2.5(b) of the CompanyCompany Disclosure Schedules.

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the The execution, delivery and performance by Parent, Seller each of Purchaser and Company Merger Sub of this Agreement and each of the Transaction Documents to which Parent, Seller or Company it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the certificate of incorporation, bylaws or memorandum or articles of association of Purchaser or Merger Sub, as the case may be; (ii) conflict with or violate any Applicable Law with respect to ParentPurchaser or Merger Sub, Seller and Companyas the case may be; or (iiiii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Parent, Seller and/or the Company under, or result in the creation of any an Encumbrance on any property, property or asset or right of Parent, Seller, or Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, Seller or Company is a party or by which Parent, Seller, or the Company Purchaser or any of its respective propertiesSubsidiaries pursuant to, assets or rights are bound result in the loss of any benefit under, any Contract or affectedpermit of Purchaser or Merger Sub, as applicable, except, in the case of the foregoing clauses (i), (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (b) Except to the extent set forth in Section 2.4(b), the The execution, delivery and performance by Parent, Seller, each of Purchaser and Company Merger Sub of this Agreement and each of the Transaction Documents to which Parent, Seller or Company it is or will be a party and the consummation of the transactions contemplated hereby or thereby by Parent, Seller Purchaser or the Company does Merger Sub do not, and the performance of this Agreement by Parent, Seller and the Company Purchaser or Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of ParentPurchaser or any of its Subsidiaries, Seller or except for (i) any filings required to be made under the CompanyHSR Act and other applicable Antitrust Laws, and (ii) the filing of the Plan of Merger with the Cayman Islands Registrar of Companies.

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the The execution, delivery and performance by Parent, Seller and the Company of this Agreement and each of the Transaction Documents to which Parent, Seller or the Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the memorandum of association or equivalent organizational documents of the Company or any of its Subsidiaries; (ii) materially conflict with or violate any Applicable Law with respect to Parent, Seller and CompanyLaw; or (iiiii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Parent, Seller and/or the Company under, or result in the creation of any a material Encumbrance on any property, property or asset or right of Parent, Seller, or Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, Seller or Company is a party or by which Parent, Seller, or the Company or any of its respective propertiesSubsidiaries pursuant to, assets or rights are bound result in the loss of any material benefit under, any Material Contract or affectedCompany Permit. (b) Except to the extent set forth in Section 2.4(b), the The execution, delivery and performance by Parent, Seller, and the Company or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Parent, Seller the Company or Company any of its Subsidiaries is or will be a party party, and the consummation of the transactions contemplated hereby or and thereby by Parent, Seller or the Company does and its Subsidiaries do not, and the performance of this Agreement by Parent, Seller and the Company and its Subsidiaries will not, require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parentthe Company or any of its Subsidiaries, Seller except for (i) any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and under any other applicable antitrust, competition, trade regulation or merger control Law (together with the CompanyHSR Act, the “Antitrust Laws”), (ii) the filing of the Plan of Merger and the other documents required to effect the Merger with the Cayman Islands Registrar of Companies, (iii) those consents, approvals, authorizations, Permits, filings or notifications listed in Section 2.5(b)(iii) of the Company Disclosure Schedule and (iv) such other consents, approvals, authorizations, filings or notifications as are not material.

No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the The execution, delivery and performance by Parent, Seller the Company and each other Group Company of this Agreement and each of the Transaction Documents to which Parent, Seller the Company or Company the other Group Companies is or will be a party, and the consummation of the transactions contemplated hereby and therebyTransactions, do not and will not: (i) conflict with or violate the Organizational Documents of the Company or any other Group Company; (ii) conflict with or violate any Applicable Law with respect to Parent, Seller and CompanyLaw; or (iiiii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow or result in the imposition creation of an Encumbrance on any fees property, right or penaltiesasset of the Company or any other Group Company pursuant to, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect the rights or obligations of the Company or any rights of Parent, Seller and/or the other Group Company under, or result in the creation loss of any Encumbrance on benefit under, any property, asset or right of Parent, Seller, Material Contract or Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, Seller or Company is a party or by which Parent, Seller, or the Company or any of its respective properties, assets or rights are bound or affectedPermit. (b) Except to the extent set forth in Section 2.4(b), the The execution, delivery and performance by Parent, Seller, and the Company of this Agreement and each of the Company Transaction Documents to which ParentDocuments, Seller or Company is or will be a party and the consummation of the transactions contemplated hereby or and thereby by Parent, Seller or the Company does not, and the performance of this Agreement by Parent, Seller and the Company will not, do not require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parentthe Company or any other Group Company, Seller except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (ii) those consents, approvals, authorizations, Permits, filings or notifications listed in Section 2.5(b) of the Company Disclosure Schedule. The Company, or if different its ultimate parent entity, as defined under 16 C.F.R. § 801.1(a)(3), does not meet the thresholds described in 15 U.S.C.§ 18a(a)(2)(B)(ii) (as adjusted).