Required Filings and Approvals. Other than as provided for in the Merger Agreement and the disclosure schedules thereto, the execution and delivery of this Agreement by Holding, and the consummation of the transactions contemplated hereby by Holding, do not require a consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of Holding, other than the filings, registrations or qualifications (i) that may be required under Regulation D under the Securities Act, (ii) that may be required under the state securities laws or "blue sky" laws of any state of the United States of America that may be required to be made or obtained, all of which Holding will comply with prior to the date of the Closing, or (iii) the failure of which to make or obtain, in the aggregate, would not reasonably be expected to have an Acquiror Entity Material Adverse Effect.
Appears in 7 contracts
Samples: Exchange Agreement (Bco Holding Co), Exchange Agreement (Bco Holding Co), Exchange Agreement (Bco Holding Co)
Required Filings and Approvals. Other than as provided for in the Merger Agreement and the disclosure schedules thereto, the execution and delivery of this Agreement by Holding, and the consummation of the transactions contemplated hereby by Holding, do not require a material consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of Holding, other than the filings, registrations or qualifications (i) that may be required under Regulation D under the Securities Act, (ii) that may be required under the state securities laws or "βblue sky" β laws of any state of the United States of America that may be required to be made or obtained, all of which Holding will comply with prior to the date of the Closing, or (iii) the failure of which to make or obtain, in the aggregate, would not reasonably be expected to have an Acquiror Entity Material Adverse Effecta material adverse effect on Holding or the Company.
Appears in 3 contracts
Samples: Exchange Agreement (Del Pharmaceuticals, Inc.), Exchange Agreement (Del Pharmaceuticals, Inc.), Exchange Agreement (Del Pharmaceuticals, Inc.)