Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. Except as does not constitute a Parent Material Adverse Effect, neither (1) the execution, delivery or performance by Parent or Acquisition Sub of this Agreement, nor (2) the consummation by Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Parent Charter Documents; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent, Acquisition Sub or any of the assets owned or used by either of them, is subject. Each of Parent and Acquisition Sub is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, or (y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.

Non-Contravention; Consents. Except as does not constitute a Neither (i) Parent Material Adverse Effect, neither (1) the or Merger Sub's execution, delivery or performance by Parent or Acquisition Sub of this Agreement, nor (2) the consummation by Parent or Acquisition Sub of the Offer, the Merger Agreement or any of the other Contemplated Transactions, agreements contemplated by this Agreement nor (ii) the consummation of the Merger will directly or indirectly (with or without notice or the lapse of time): ) (a) contravene, conflict with or result in a violation of: (i) any breach of any provision of the provisions certificate of the Parent Charter Documents; incorporation or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors bylaws of Parent or Acquisition the articles of incorporation or bylaws of Merger Sub; or , or (b) contraveneresult in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, conflict with except for any default which has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any Legal Requirement order, writ, injunction, judgment or any Order decree to which Parent or Merger Sub is subject, except for any violation which has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, Acquisition Sub the Exchange Act, state securities or any "blue sky" laws, the CGCL, the HSR Act and the rules of the assets owned or used by either of themNASD (as they relate to the S-4 Registration Statement and the Prospectus/Proxy Statement), is subject. Each of Parent and Acquisition Sub is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, execution and delivery or performance of this Agreement by Parent or Acquisition SubAgreement, or (y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsMerger.

Non-Contravention; Consents. Except as does Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or Acquisition Sub, (b) result in a default by Parent or Acquisition Sub under any Contract to which Parent or Acquisition Sub is a party, except for any default that has not constitute had and will not have a material adverse effect on the ability of Parent Material Adverse Effectand Acquisition Sub to consummate the Offer or the Merger, neither or (1c) the execution, delivery or performance result in a violation by Parent or Acquisition Sub of this Agreementany order, nor (2) the consummation by writ, injunction, judgment or decree to which Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Parent Charter Documents; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent, Acquisition Sub or any of the assets owned or used by either of them, is subject. Each , except for any violation that has not had and will not have a material adverse effect on the ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or “blue sky” laws, the DGCL, any foreign antitrust law or regulation and the NASD Bylaws, Parent is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, or (y) the consummation of the Offer, Offer or the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsMerger.

Non-Contravention; Consents. Except as does not constitute a Parent Material Adverse Effect, neither (1) Neither the execution, delivery or performance by Parent or Acquisition Sub of this Agreement, Agreement nor (2) the consummation by Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Parent Charter Documents; Organization Documents or (ii) any resolution adopted by the stockholders, the board Board of directors Directors or any committee of the board Board of directors Directors of Parent or Acquisition Subany Significant Subsidiary of Parent; or (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which Parent, Acquisition Sub or any of the assets owned or used by either of themParent, is subject;. Each Except as may be required by the Securities Act, the Exchange Act, the NRS, the Delaware General Corporation Law, the HSR Act, applicable anti-trust laws of any foreign country, and the NYSE Listed Company Manual (as it relates to the Registration Statement and the Proxy Statement) none of Parent and Acquisition Sub or any Subsidiary of Parent was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition SubAgreement, or (y) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, except as may be required by in each case, where the Securities Actfailure to make any filing, the Exchange Act, the DGCL, give any applicable state notice or foreign securities laws, the HSR Act, obtain any foreign antitrust Legal Requirement and the NASD BylawsConsent would not have a Material Adverse Effect on Parent.

Non-Contravention; Consents. Except as does not constitute Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Acquisition Sub of the Offer or the Mergers will: (a) conflict with or result in any breach of the certificate of incorporation or bylaws of Parent or Acquisition Sub; or (b) result in a Parent Material Adverse Effect, neither (1) the execution, delivery or performance violation by Parent or Acquisition Sub of this Agreement, nor (2) the consummation by any Legal Requirement or Order to which Parent or Acquisition Sub is subject, except for any violation that will not have a material adverse effect on Parent’s ability to purchase and pay for shares of Company Common Stock validly tendered pursuant to the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Parent Charter Documents; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent, Acquisition Sub or any of the assets owned or used by either of them, is subject. Each of Parent and Acquisition Sub is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, or (y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except Except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities lawsCGCL, the HSR Act, any foreign antitrust or competition-related Legal Requirement and the NASD BylawsNasdaq Listing Rules, neither Parent nor Acquisition Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body prior to the Effective Time in connection with: (x) the execution, delivery or performance of this Agreement; or (y) the consummation of the Offer or the Mergers or any of the other Contemplated Transactions.

Non-Contravention; Consents. Except as does not constitute a Parent Material Adverse Effect, neither (1) Neither the execution, delivery or performance by Parent or Acquisition Sub of this Agreement, Agreement nor (2) the consummation by Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Parent Charter Documents; Organization Documents or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Subany Subsidiary of Parent; or (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Offer or the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which Parent, Acquisition Sub or any of the assets owned or used by either of themParent, is subject;. Each Except as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, applicable anti-trust laws of any foreign country, and the NYSE Listed Company Manual (as they relate to the Registration Statement and the Proxy Statement) none of Parent and Acquisition Sub or any Subsidiary of Parent was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition SubAgreement, or (y) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, except as may be required by in each case, where the Securities Actfailure to make any filing, the Exchange Act, the DGCL, give any applicable state notice or foreign securities laws, the HSR Act, obtain any foreign antitrust Legal Requirement Consent would not have a Material Adverse Effect on Parent and the NASD Bylawsits Significant Subsidiaries.

Non-Contravention; Consents. Except as does not constitute a Parent Material Adverse Effect, neither (1) Neither the execution, delivery or performance by Parent or Acquisition Sub of this Agreement, Agreement nor (2) the consummation by Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Parent Charter Documents; Organization Documents or (ii) any resolution adopted by the stockholders, the board Board of directors Directors or any committee of the board Board of directors Directors of Parent or Acquisition Subany Subsidiary of Parent; or (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which Parent, Acquisition Sub or any of the material assets owned or used by either of themParent, is subject. Each Except as may be required by the Securities Act, the Exchange Act, and the rules and regulations of the Nasdaq Stock Market (as it relates to the approval of the Merger by stockholders of Parent and Acquisition Sub Registration Statement and the Proxy Statement), and such filings as may be required under HSR, none of Parent or any Subsidiary of Parent was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition SubAgreement, or (y) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, except as may be required by in each case, where the Securities Actfailure to make any filing, the Exchange Act, the DGCL, give any applicable state notice or foreign securities laws, the HSR Act, obtain any foreign antitrust Legal Requirement and the NASD BylawsConsent would not have a Material Adverse Effect on Parent.

Non-Contravention; Consents. Except as does not constitute a Parent Material Adverse Effect, neither (1) Neither the execution, execution and delivery or performance of this Agreement by Parent or Acquisition and Merger Sub of this Agreement, nor (2) the consummation by Parent or Acquisition and Merger Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): will: (a) contravene, conflict with or result in a violation of: (i) any breach of the provisions articles or certificate of the incorporation, bylaws or other charter or organizational or governing documents of Parent Charter Documentsor Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation by Parent or Merger Sub of any Legal Requirement applicable Law or any Order to which Parent or Merger Sub is subject, except for any violation that will not have a material and adverse effect on Parent’s ability to consummate the Merger. Except as may be required by the Exchange Act, Acquisition Sub or the DGCL, the HSR Act and any other Antitrust Law filing, and except as set forth in Part 3.4 of the assets owned or used by either of themParent Disclosure Schedule, is subject. Each of neither Parent and Acquisition nor Merger Sub is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, in each case prior to the Closing, any Governmental Authority or any other Person in connection with with: (xi) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, Merger Sub of this Agreement; or (yii) the consummation of the Offer, the Merger or any of the other Contemplated TransactionsTransactions by Parent or Merger Sub, except as may be required by for any filing, notice or Consent that will not have a material and adverse effect on Parent’s ability to consummate the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsMerger.

Non-Contravention; Consents. Except as does Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or Acquisition Sub; (b) result in a default by Parent or Acquisition Sub under any Contract to which Parent or Acquisition Sub is a party, except for any default that has not constitute had and will not have a material adverse effect on the ability of Parent Material Adverse Effect, neither and Acquisition Sub to consummate the Offer or the Merger or (1c) the execution, delivery or performance result in a violation by Parent or Acquisition Sub of this Agreementany order, nor (2) the consummation by writ, injunction, judgment or decree to which Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Parent Charter Documents; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent, Acquisition Sub or any of the assets owned or used by either of them, is subject. Each , except for any violation that has not had and will not have a material adverse effect on the ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the DGCL, any antitrust Law or regulation (including the HSR Act) and the rules of the NYSE, Parent is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, or (y) the consummation of the Offer, Offer or the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsMerger.

Non-Contravention; Consents. Except as does would not constitute a Parent Material Adverse Effectmaterially and adversely affect Parent’s or Acquisition Sub’s ability to consummate the Contemplated Transactions, neither (1) the execution, delivery or performance by Parent or Acquisition Sub of this Agreement, nor (2) the consummation by Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Parent Charter Documents; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors organizational documents of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent, Acquisition Sub or any of the assets owned or used by either of them, is subject. Each of Parent and Acquisition Sub is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, or (y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.

Non-Contravention; Consents. Except as does not constitute a Parent Material Adverse Effect, neither Neither (1) the execution, delivery or performance of this Agreement or any of the other agreements to be executed and delivered by Parent or Acquisition and the Merger Sub of in connection with the Closing under this Agreement, nor (2) the consummation by Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: of (i) any of the provisions of Parent’s or the Parent Charter Documents; Merger Sub’s certificate of incorporation or bylaws or (ii) any resolution adopted by Parent’s or the stockholdersMerger Sub’s sotckholders, the board of directors or any committee of the board of directors of Parent or Acquisition Subthereof; or (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which ParentParent or Merger Sub, Acquisition Sub or any of the assets owned or used by either of themParent or Merger Sub, is subject. Each of Except for any notification or filing required under any Antitrust Laws, Parent and Acquisition Merger Sub is are not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition Subany of the other agreements referred to in this Agreement, or (y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.

Non-Contravention; Consents. Except as does Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate or articles of incorporation or bylaws of Parent or Acquisition Sub, (b) result in a default by Parent or Acquisition Sub under any Contract to which Parent or Acquisition Sub is a party, except for any default that has not constitute had and will not have a material adverse effect on the ability of Parent Material Adverse Effectand Acquisition Sub to consummate the Offer or the Merger, neither or (1c) the execution, delivery or performance result in a violation by Parent or Acquisition Sub of this Agreementany order, nor (2) the consummation by writ, injunction, judgment or decree to which Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Parent Charter Documents; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent, Acquisition Sub or any of the assets owned or used by either of them, is subject. Each , except for any violation that has not had and will not have a material adverse effect on the ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the FBCA, any antitrust law or regulation (including the HSR Act) and the rules of the NYSE, Parent is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, or (y) the consummation of the Offer, Offer or the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsMerger.

Non-Contravention; Consents. Except as does not constitute a Parent Material Adverse Effect, neither (1) Neither the execution, execution and delivery or performance by Parent or Acquisition Sub of this Agreement, Agreement by Xxxxxx and Merger Sub nor (2) the consummation by Parent or Acquisition Xxxxxx and Merger Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): will: (a) contravene, conflict with or result in a violation of: (i) any breach of the provisions articles or certificate of the incorporation, bylaws or other charter or organizational or governing documents of Parent Charter Documentsor Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation by Parent or Merger Sub of any Legal Requirement applicable Law or any Order to which Parent or Merger Sub is subject, except for any violation that will not have a material and adverse effect on Parent’s ability to consummate the Merger. Except as may be required by the Exchange Act, Acquisition Sub or the DGCL, the HSR Act and any other Antitrust Law filing, and except as set forth in Part 3.4 of the assets owned or used by either of themParent Disclosure Schedule, is subject. Each of neither Parent and Acquisition nor Merger Sub is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, in each case prior to the Closing, any Governmental Authority or any other Person in connection with with: (xi) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, Merger Sub of this Agreement; or (yii) the consummation of the Offer, the Merger or any of the other Contemplated TransactionsTransactions by Parent or Merger Sub, except as may be required by for any filing, notice or Consent that will not have a material and adverse effect on Parent’s ability to consummate the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsMerger.

Non-Contravention; Consents. Except as does Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate or articles of incorporation or bylaws of Parent or Acquisition Sub, (b) result in a default by Parent or Acquisition Sub under any Contract to which Parent or Acquisition Sub is a party, except for any default that has not constitute had and will not have a material adverse effect on the ability of Parent Material Adverse Effectand Acquisition Sub to consummate the Offer or the Merger, neither or (1c) the execution, delivery or performance result in a violation by Parent or Acquisition Sub of this Agreementany order, nor (2) the consummation by writ, injunction, judgment or decree to which Parent or Acquisition Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Parent Charter Documents; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Acquisition Sub; or (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent, Acquisition Sub or any of the assets owned or used by either of them, is subject. Each , except for any violation that has not had and will not have a material adverse effect on the ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or “blue sky” laws, the FBCA, any antitrust law or regulation (including the HSR Act) and the rules of the NYSE, Parent is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by Parent or Acquisition Sub, or (y) the consummation of the Offer, Offer or the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsMerger.