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

No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the execution, delivery and performance by Xxxxxx and Merger Sub of this Agreement and each of the Parent Ancillary Agreements (in the case of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub), and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the Charter Documents of Parent or Merger Sub or (ii) conflict with or violate any Laws or any judgment, decree or order to which Parent or Merger Sub are subject, except in the case of clause (ii) where such conflict or violation would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements or the Merger Sub Ancillary Agreements. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by Parent or Merger Sub to enable Parent and Merger Sub to lawfully execute, deliver and perform this Agreement, each of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by Merger Sub (as to Merger Sub) or to consummate the transactions contemplated hereby or thereby, except for (i) filings pursuant to the HSR Act or other applicable Antitrust Laws, if any (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or Merger Sub would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements (as to Merger Sub), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) any filings required under applicable securities Laws.

No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the The execution, delivery and performance by Xxxxxx Parent and Merger Sub of this Agreement and each of the Parent Ancillary Agreements (in the case of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub), and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the Charter Documents of Parent or Merger Sub or (ii) conflict with or violate any Laws or any judgment, decree or order to which Parent or Merger Sub are subject, except in the case of clause (ii) where such conflict or violation would not reasonably be expected to result in have a Parent Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements or the Merger Sub Ancillary AgreementsEffect. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by Parent or Merger Sub to enable Parent and Merger Sub to lawfully execute, deliver and perform this Agreement, each of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by Merger Sub (as to Merger Sub) or to consummate the transactions contemplated hereby or thereby, except for (i) filings the expiration or early termination of the waiting period under the HSR Act applicable to the filing of a notification and report form pursuant to the HSR Act or other applicable Antitrust LawsAct, if any (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or Merger Sub would not reasonably be expected to result in have a Parent Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements (as to Merger Sub)Effect, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware and (iv) any filings required under applicable securities Laws.

No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the The execution, delivery and performance by Xxxxxx and Merger Sub Seller or any of its Subsidiaries of this Agreement and each of the Parent Ancillary Agreements (in the case Transaction Documents to which Seller or any of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub)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 Charter Documents certificate of Parent incorporation or Merger Sub bylaws or equivalent organizational documents of Seller or any of its Subsidiaries; (ii) conflict with or violate any Laws Applicable Law; or (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, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Purchased Assets (including the assets held by the Transferred Company) pursuant to, or otherwise adversely affect the rights of Seller or any judgmentof its Subsidiaries under, decree or order to which Parent or Merger Sub are subject, except result in the case loss of clause (ii) where such conflict a material benefit under, any Assumed Contract or violation would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements or the Merger Sub Ancillary AgreementsBusiness Permit. (b) No The execution, delivery and performance by Seller or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Seller or any of its Subsidiaries is or will be a party, and the consummation of the Transactions by Seller and its Subsidiaries do not, and the performance of this Agreement by Seller and its Subsidiaries will not, require any material consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Authority is necessary or required to be made or obtained by Parent or Merger Sub to enable Parent and Merger Sub to lawfully execute, deliver and perform this Agreement, each of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by Merger Sub (as to Merger Sub) or to consummate the transactions contemplated hereby or therebyEntity for such performance, except for (i) any filings pursuant 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 HSR Act or other applicable Act, the “Antitrust Laws, if any ”) and (ii) such consentsthose Consents, approvals, orders, authorizations, registrationsPermits, declarations and filings, if any, that if not made filings or obtained by Parent or Merger Sub would not reasonably be expected to result notifications listed in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to ParentSection 2.5(b)(ii) and the Merger Sub Ancillary Agreements (as to Merger Sub), (iii) the filing of the Certificate Seller Disclosure Schedule. (c) No “fair price,” “interested stockholder,” “business combination” or similar provision of Merger with any state takeover Law is, or at the Secretary of State of Closing will be, applicable to the State of Delaware, and (iv) any filings required under applicable securities LawsTransactions.

No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the The execution, delivery and performance by Xxxxxx each of Parent, First Merger Sub and Second Merger Sub of this Agreement and each of the Parent Ancillary Agreements (in the case of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub)Transaction Documents to which it 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 Charter Organizational Documents of Parent or Parent, First Merger Sub or Second Merger Sub, as the case may be; (ii) conflict with or violate any Laws or any judgmentApplicable Law with respect to Parent, decree or order to which Parent or First Merger Sub are subjector Second Merger Sub, except as the case may be; or (iii) 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 or require any consent of any Person pursuant to, any Contract or permit of Parent, First Merger Sub or Second Merger Sub, as applicable, except, in the case of clause each of the foregoing clauses (i), (ii) where and (iii), for any such conflict conflicts, violations, breaches, defaults or violation other occurrences that would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on Parent’s, First Merger Sub’s or Second Merger Sub’s ability to consummate the Merger Mergers or to perform their respective obligations under this Agreement, any of the Parent Ancillary Agreements or the Merger Sub Ancillary Agreementsother Transactions. (b) No The execution, delivery and performance by each of Parent, First Merger Sub and Second Merger Sub of this Agreement and each of the Transaction Documents to which it is or will be a party and the consummation of the Transactions by Parent, First Merger Sub or Second Merger Sub do not, and the performance of this Agreement by Parent, First Merger Sub or Second Merger Sub will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Authority Entity for such performance, except for the filings contemplated by Section 1.2(b) and Section 1.2(c) with the Delaware Secretary of State. (c) No vote or other action of the stockholders of Parent is necessary required by Law, Nasdaq rules, the certificate of incorporation or required to be made bylaws (or obtained by similar charter or organizational documents) of Parent or Merger Sub to enable in order for Parent and Merger Sub Subs to lawfully execute, deliver and perform this Agreement, each of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered enter into by Merger Sub (as to Merger Sub) any Transaction Documents or to consummate the transactions contemplated hereby or thereby, except for (i) filings pursuant to the HSR Act or other applicable Antitrust Laws, if any (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or Merger Sub would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements (as to Merger Sub), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) any filings required under applicable securities Laws.

No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the The execution, delivery and performance by Xxxxxx each of Parent, Purchaser and Merger Sub of this Agreement and each of the Parent Ancillary Agreements (in the case of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub)Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the Charter Documents certificate of Parent incorporation or bylaws (or comparable organizational documents) of Parent, Purchaser or Merger Sub or Sub, as the case may be; (ii) conflict with or violate any Laws or any judgmentapplicable Law with respect to Parent, decree or order to which Parent Purchaser or Merger Sub are subjectSub, except as the case may be; or (iii) 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 or require any consent of any Person pursuant to, any Contract or permit of Parent, Purchaser or Merger Sub, as applicable, except, in the case of clause the foregoing clauses (i), (ii) where and (iii), for any such conflict conflicts, violations, breaches, defaults or violation other occurrences that would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on Parent’s, Purchaser’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under any of the other transactions contemplated by this Agreement, Agreement or any of the Parent Ancillary Agreements or the Merger Sub Ancillary Agreementsother Transaction Documents. (b) No consentThe execution, approvaldelivery and performance by each of Parent, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by Parent or Merger Sub to enable Parent Purchaser and Merger Sub to lawfully execute, deliver of this Agreement and perform this Agreement, each of the Parent Ancillary Agreements (as Transaction Documents to Parent) which it is a party and the Merger Sub Ancillary Agreements to be entered into by Merger Sub (as to Merger Sub) or to consummate consummation of the transactions contemplated hereby or therebythereby by Parent, Purchaser or Merger Sub do not, and the performance of this Agreement by Parent, 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, except for (i) filings pursuant to the HSR Act or other applicable Antitrust Laws, if any (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or Merger Sub would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements (as to Merger Sub), (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of DelawareState, and (ivii) any filings such consents, approvals, authorizations, permits, filings, or notifications as may be required under applicable securities Laws.

No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the The execution, delivery and performance by Xxxxxx and Merger Sub Seller or any Seller Subsidiary of this Agreement and each of the Parent Ancillary Agreements (in the case of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub)Transaction Documents to which Seller or any Seller Subsidiary 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 Charter Documents certificate of Parent incorporation or Merger Sub bylaws or equivalent organizational documents of Seller or any such Seller Subsidiaries; (ii) conflict with or violate any Laws Law applicable to Seller or any judgmentof its Subsidiaries; (iii) result in any breach of, decree or order 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 which Parent any Person pursuant to, result in the loss of a material benefit under, materially and adversely affect the rights of Seller or Merger Sub are subjectany Seller Subsidiary under, or give to others any right of termination, amendment, acceleration or cancellation of any Material Contract, in any case that cannot be cured by obtaining Consent from the counterparty or counterparties thereto, or (iv) result in the creation of an Encumbrance (other than Permitted Encumbrances) on any material portion of the Purchased Assets, except in the case cases of the foregoing clause (ii) where such conflict for violations, conflicts, breaches, defaults, or violation failure to obtain Consents or provide notifications that would not reasonably be expected to result in have a Material Adverse Effect material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements or the Merger Sub Ancillary AgreementsPurchased Assets. (b) No Except for those Consents, filings with, or notifications to any Governmental Entity listed in Section 2.3(b) of the Seller Disclosure Schedule, to the Knowledge of Seller, the execution, delivery and performance by Seller or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Seller or any of its Subsidiaries is or will be a party, and the consummation of the Transactions by Seller and its Subsidiaries do not, and the performance of this Agreement by Seller and its Subsidiaries will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Authority is necessary Entity for such performance or required in order to be made prevent the termination of any material right, privilege, license or obtained by Parent or Merger Sub to enable Parent and Merger Sub to lawfully execute, deliver and perform this Agreement, each qualification of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by Merger Sub (as to Merger Sub) or to consummate the transactions contemplated hereby or thereby, except for (i) filings pursuant Seller of any of its Subsidiaries to the HSR Act or other applicable Antitrust Laws, if any (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or Merger Sub would not reasonably be expected to result extent included in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements (as to Merger Sub), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) any filings required under applicable securities LawsPurchased Assets.

No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the The execution, delivery and performance by Xxxxxx and Merger Sub Seller of this Agreement and each of the Parent Ancillary Agreements (in the case of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub)Transaction Documents to which Seller 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 Charter Documents certificate of Parent incorporation or Merger Sub bylaws or equivalent organizational documents of Seller; (ii) conflict with or violate any Laws Applicable Law; (iii) (A) result in any breach of, (B) constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, (C) require any consent of or notice to any Person pursuant to, (D) result in the creation of an Encumbrance on any of the Purchased Assets pursuant to, or (E) otherwise adversely affect the Purchased Assets under, in each case (A) through (E), any Material Contract or any judgment, decree material Contract of Seller or order to which Parent any of its Subsidiaries if such breach or Merger Sub are subject, except in default could delay or prevent the case of clause (ii) where such conflict Transactions or violation would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability any material liability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements or the Merger Sub Ancillary AgreementsPurchaser. (b) No The execution, delivery and performance by Seller of this Agreement and each of the Transaction Documents to which Seller is or will be a party, and the consummation of the Transactions by Seller do not, and the performance of this Agreement by Seller will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Authority is necessary Entity for such performance or required in order to be made prevent the termination of any right, privilege, license or obtained by Parent or Merger Sub to enable Parent and Merger Sub to lawfully execute, deliver and perform this Agreement, each qualification of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by Merger Sub (as to Merger Sub) or to consummate the transactions contemplated hereby or therebySeller, except for (i) any filings pursuant required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and under any applicable foreign antitrust, competition, trade regulation or merger control Law (together with the HSR Act or other applicable Act, the “Antitrust Laws, if any ”) and (ii) such those consents, approvals, orders, authorizations, registrationspermits, declarations and filings, if any, that if not made filings or obtained by Parent or Merger Sub would not reasonably be expected to result notifications listed in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to ParentSection 2.3(b)(ii) and the Merger Sub Ancillary Agreements (as to Merger Sub), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) any filings required under applicable securities LawsSeller Disclosure Schedule.

No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the The execution, delivery and performance by Xxxxxx and Merger Sub Purchaser or any Purchaser Subsidiary of this Agreement and each of the Parent Ancillary Agreements (in the case Transaction Documents to which Purchaser or any of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub)Purchaser Subsidiary 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 Charter Documents certificate of Parent incorporation or Merger Sub bylaws or equivalent organizational documents of Purchaser or any Purchaser Subsidiary; (ii) conflict with or violate any Laws Applicable Law; or (iii) result in any judgmentbreach of, decree or order 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 which Parent any Person pursuant to, or Merger Sub are subjectgive to others any right of termination, amendment, acceleration or cancellation of any Contract, in any case that cannot be cured by obtaining Consent from the counterparty or counterparties thereto, except in the case cases of clause the foregoing clauses (ii) where such conflict and (iii) for violations, conflicts, breaches or violation defaults that would reasonably be expected to materially impair the ability of Purchaser and any Purchaser Subsidiary to perform its obligations under this Agreement and the other Transaction documents to which it is a party or to consummate the Transactions. (b) Except as would not reasonably be expected to result in materially impair the ability of Purchaser and any Purchaser Subsidiary to perform its obligations under this Agreement and the other Transaction documents to which it is a Material Adverse Effect on Parent’s party or Merger Sub’s ability to consummate the Merger Transactions and except for those Consents of, filings with, or notifications to perform their respective obligations under this Agreementany Governmental Entity listed in Section 2.3(b) of the Seller Disclosure Schedule, to the Knowledge of Purchaser, the Parent Ancillary Agreements execution, delivery and performance by Purchaser or any Purchaser Subsidiary of this Agreement and each of the Merger Sub Ancillary Agreements. (b) No Transaction Documents to which Purchaser or any Purchaser Subsidiary is or will be a party, and the consummation of the Transactions by Purchaser and the Purchaser Subsidiaries do not, and the performance of this Agreement by Purchaser and its Subsidiaries will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Authority is necessary or required to be made or obtained by Parent or Merger Sub to enable Parent and Merger Sub to lawfully execute, deliver and perform this Agreement, each of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by Merger Sub (as to Merger Sub) or to consummate the transactions contemplated hereby or thereby, except Entity for (i) filings pursuant to the HSR Act or other applicable Antitrust Laws, if any (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or Merger Sub would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements (as to Merger Sub), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) any filings required under applicable securities Lawsperformance.