Common use of Non-contravention; Required Consents Clause in Contracts

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by Parent and Merger Sub with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws of Parent or Merger Sub or, (ii) assuming compliance with the matters referred to in Section 4.3(b), violate or conflict with any law or Order applicable to Parent or Merger Sub or by which any of their properties or assets are bound except in the case of clause (ii) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Offer and the Merger), except (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent Xxxxxx and Merger Sub of this Agreement, the consummation by Parent Xxxxxx and Merger Sub of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by Parent and Merger Sub with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation Parent Charter Documents or bylaws of Parent or Merger Sub or, (ii) assuming compliance with the matters referred to in Section 4.3(b), violate or conflict with any law Applicable Law or Order applicable to Parent or Merger Sub or by which any of their properties or assets are bound Order, except in the case of clause (ii) above, for such violations, conflicts, defaults, terminations, accelerations violations or Liens which would notconflicts which, individually or in the aggregate, have would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a Parent Material Adverse Effectwhole. (b) No Consent of any Governmental Authority Entity is required on the part of Parent, Parent or Merger Sub or any of their Affiliates in connection with the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Offer and the Merger), except (i) the filing of the Merger Proposal with the Companies Registrar and recordation 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 by the Secretary of State Companies Registrar; (ii) the filings and other Consents as may be required under the rules and regulations of the State Nasdaq or any other applicable stock exchange; (iii) the application for and receipt of Delaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, ISA No-Action Letter; (iiiv) such filings and approvals as may be required by any federal or state securities lawsLaws, including compliance with any applicable requirements of the Securities Act and Exchange Act, ; (iiiv) compliance with any applicable requirements of the HSR Act Competition Law and any other Antitrust Laws; (vi) the execution by Parent of an undertaking in customary form in favor of the IIA as a foreign interested party (if required); (vii) certain ordinary course corporate filing as required under applicable foreign antitrust, competition or merger control laws law in connection with the Merger; and (ivviii) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not would not have a Parent Material Adverse Effectmaterial adverse effect on the Company.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent Parent, Merger Sub One and Merger Sub Two of this Agreement, the consummation by Parent Parent, Merger Sub One and Merger Sub Two of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by Parent Parent, Merger Sub One and Merger Sub Two with any of the provisions terms hereof do not and will not (i) violate or conflict with any provision of the certificates certificate of incorporation incorporation, bylaws or bylaws other equivalent constituent documents (as applicable) of Parent Parent, Merger Sub One or Merger Sub orTwo, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their properties or assets are bound, (iii) assuming compliance with the matters referred to in Section 4.3(b), violate or conflict with any law Law or Order applicable to Parent or Merger Sub any of its Subsidiaries or by which any of their properties or assets are bound except or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of clause each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, have be material to Parent and its Subsidiaries, taken as a Parent Material Adverse Effectwhole. (b) No Consent consent of any Governmental Authority is required on the part of Parent, Merger Sub One, Merger Sub Two or any of their Affiliates in connection with the execution, delivery and performance by Parent and Parent, Merger Sub One or Merger Sub Two of this Agreement and the consummation by Parent and Parent, Merger Sub One or Merger Sub Two of the transactions contemplated hereby (including the Offer and the Merger)hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements filing of the Exchange Actcertificate of merger for the Second Step Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws laws, (iv) the filing of a Notification of Listing of Additional Shares (or such other form as may be required by Nasdaq) with Nasdaq with respect to the shares of the Parent Common Stock to be issued in the Merger, and (ivv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent Material Adverse Effectand the Company to consummate the Merger.