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.