Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of Nasdaq, except for such other consents, approvals, filings or authorizations that, if not obtained, made or given, would not (i) reasonably be expected to have a Company Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other PersonEntity, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign foreign, federal or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”)state securities or blue sky laws, (d) compliance with including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (gc) such filings as may be required under the rules and regulations of Nasdaqthe NASDAQ and the NYSE, except for (d) the filing with the SEC of a proxy statement/prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting (such other proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (e) consents, approvals, filings authorizations or authorizations thatpermits of, if filings, registrations with or notifications to, any Governmental Entity, the failure of which to obtain or make has not obtained, made had or given, would not (i) reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Parent and the CompanyPurchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Company Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Company’s compliance Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity Authority or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act and the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (fc) filings by the Parent with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (gd) such filings as may be required under the rules and regulations of NasdaqNASDAQ, except for (e) compliance with the applicable requirements of the HSR Act, and (f) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if not obtainedor to make such filings, made registrations with or givennotifications to any Governmental Authority or any other Person, individually or in the aggregate, would not (i) reasonably be expected materially impair the ability of Parent and the Purchaser to have a Company Material Adverse Effect consummate, or (ii) prevent or materially impededelay, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, Purchaser the consummation by Parent and the Company Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Company’s compliance Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other PersonEntity, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and the other applicable foreign or supranational antitrust and competition Laws laws set forth in Section 3.5 4.3 of the Company Parent Disclosure Schedule and Schedule, (iic) compliance with the regulations applicable requirements of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”)Exchange Act, (d) compliance with the applicable requirements of the Exchange Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Company Purchaser in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of Nasdaq, except for Nasdaq and (h) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if not obtainedor to make such filings, made registrations with or givennotifications to any Governmental Entity, individually or in the aggregate, would not (i) reasonably be expected to have a Company Parent Material Adverse Effect Effect. No consent, approval, authorization or (ii) prevent permit of, or materially impedefiling or registration with or notification to, materially interfere withany Governmental Entity, materially hinder is required with respect to Parent and the Purchaser’ entering into the Note or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreementthereby.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Parent, the CompanyPurchaser and Merger LLC, the acceptance for payment or acquisition of Shares pursuant to the Offer, the exercise of the Top-Up Option, the consummation by Parent, the Company Purchaser and Merger LLC of the Merger Mergers or any other transaction contemplated by this Agreement, or compliance by Parent, the Company’s compliance Purchaser or Merger LLC with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity Authority or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate Certificates of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act and the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (fc) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (gd) such filings as may be required under the rules and regulations of NasdaqNASDAQ, except for (e) compliance with the applicable requirements of the HSR Act and (f) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if not obtainedor to make such filings, made registrations with or givennotifications to any Governmental Authority or any other Person, individually or in the aggregate, would not (i) reasonably be expected materially impair the ability of Parent, the Purchaser and Merger LLC to have a Company Material Adverse Effect consummate, or (ii) prevent or materially impededelay, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger Mergers or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. None of The execution and delivery by the execution, delivery or performance Company of this Agreement does not, the execution and delivery by the Company, Company of any instrument required hereby to be executed and delivered at the acceptance for payment or acquisition of Shares pursuant to the OfferClosing will not, the consummation by the Company of the Merger or any other transaction contemplated by this AgreementAgreement will not, or and compliance by the Company’s compliance Company with any of the provisions of this Agreement will require not (with or without notice or lapse of time, or both) require the Company to obtain any consent, approval, authorization Order, license, authorization, registration, declaration or permit of, or filing to file or registration register with or to provide notification to, any Governmental Entity or any other PersonEntity, except (i) the applicable requirements, if any, of the Securities Act and the Exchange Act, including the filing of the Schedule 14D-9 and, if required by applicable Law, a Proxy Statement relating to the adoption by the stockholders of the Company or any Company Subsidiary other than of this Agreement, (aii) the filing and recordation of the Certificate of Merger or other documents as required by the DGCL, (b) the Company Stockholder Approval, (ciii) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (giv) such filings as may be required under the applicable listing and corporate governance rules and regulations of NasdaqNASDAQ, except for (v) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or foreign securities Laws, and (vi) such other consents, approvals, Orders, registrations, declarations, permits, filings or authorizations notifications that, if not obtained, made obtained or givenmade, would not (i) reasonably be expected to have a Company Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionParent do not, delivery or and the performance of this Agreement by the CompanyParent will not, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other Personexcept (i) for applicable requirements of the Exchange Act, by applicable requirements of the Company or any Company Subsidiary other than Securities Act, applicable requirements of Blue Sky Laws, the rules and regulations of the Nasdaq National Market, the rules and regulations of the Neuer Markt segment of the Frankfurt Stock Exchange (a) the "Neuer Markt"), ----------- applicable requirements of Takeover Statutes, the pre-merger notification requirements of the HSR Act, the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 52 of the Company Disclosure Schedule German Stock Corporation Law (Aktiengesetz) and the registration of the Share Capital Increase with the commercial register (Handelsregister) for the Parent, and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (g) where failure to obtain such filings as may be required under the rules and regulations of Nasdaq, except for such other consents, approvals, authorizations or permits, or to make such filings or authorizations thatnotifications, if not obtainedindividually or in the aggregate, made or given, would not (i) reasonably be expected to have a Company no Material Adverse Effect on the Parent. Neither the Parent nor any of the Parent Subsidiaries is a party to, bound by, any contract or (ii) prevent or materially impede, materially interfere with, materially hinder other agreement that would prohibit or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. Except as set forth in Section 4.6 of the Parent Disclosure Letter, as of the date of this Agreement, neither the Parent nor any of the Parent Subsidiaries is in negotiations in respect of an acquisition of a business, corporation, partnership, association or other business organization or division thereof that would require the inclusion in the Registration Statement (as defined in Section 5.4(a)) pro forma financial information regarding such acquisition.

Required Filings and Consents. None No consent, approval, license, permit, order or authorization (a “Consent”) of, or registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery or and performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, other than (gi) applicable requirements of and filings with the SEC under the Securities Act, the Exchange Act and the Investment Company Act, (ii) the filing of the Articles of First Merger with, and acceptance for record of the Articles of First Merger by, the SDAT and appropriate documents with the relevant authorities of the other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings as may be required under in connection with the Taxes described in Section 8.6 or a Tax Dividend, (iv) such other items required solely by reason of the participation of Parent, the Parent External Adviser or Acquisition Sub and their respective Subsidiaries in the transactions contemplated hereby (including compliance with the applicable rules and regulations of Nasdaqthe NYSE), except for (v) compliance with and filings or notifications under the HSR Act and any other applicable United States or foreign competition, antitrust, merger control or investment Laws (together with the HSR Act, “Antitrust Laws”), (vi) applicable requirements under corporation or Blue Sky Laws of various states and (vii) such other consentsConsents, approvalsregistrations, declarations, filings or authorizations that, if not obtained, notices the failure of which to be obtained or made or given, would not (i) reasonably be expected to have a Company Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the CompanyPurchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Company Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Company’s compliance Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and the other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 4.4 of the Company Parent Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”)Schedule, (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky LawsLaws set forth in Section 4.4 of the Parent Disclosure Schedule, (fg) filings with the SEC as may be required by Parent or the Company Purchaser in connection with this Agreement and the transactions contemplated hereby, hereby and (gh) such filings as may be required under the rules and regulations of Nasdaq, except for such other consents, approvals, filings or authorizations that, if not obtained, made or given, would not not, individually or in the aggregate, (i) reasonably be expected to have a Company Parent Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the CompanyParent and Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company Parent and Purchaser of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance by Parent or Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) Parent or Purchaser to obtain any consent, approval, authorization or permit of, or filing to file or registration register with or to provide notification to, any Governmental Entity or any other PersonEntity, by the Company or any Company Subsidiary other than (ai) the applicable requirements, if any, of the Securities Act and the Exchange Act, including the filing of the Offer Documents and such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with the transactions contemplated hereby, (ii) the filing and recordation of the Certificate of Merger or other documents as required by the DGCL, (b) the Company Stockholder Approval, (ciii) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (giv) such filings as may be required under the applicable listing and corporate governance rules and regulations of NasdaqNASDAQ, except for (v) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or foreign securities Laws, and (vi) such other consents, approvals, Orders, registrations, declarations, permits, filings or authorizations notifications that, if not obtained, made obtained or givenmade, would not (i) reasonably be expected to have a Company Parent Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the CompanyParent and Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company Parent and Purchaser of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance by Parent or Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other PersonEntity, by the Company or any Company Subsidiary other than (ai) the applicable requirements, if any, of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, including the filing of the Offer Documents and such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with the transactions contemplated hereby, (ii) the filing and recordation of the Certificate of Merger or other documents as required by the DGCL, (b) the Company Stockholder Approval, (ciii) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (giv) such filings as may be required under the applicable listing and corporate governance rules and regulations of Nasdaqthe NASD, except for (v) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or foreign securities Laws, and (vi) such other consents, approvals, Orders, registrations, declarations, permits, filings or authorizations thatnotifications which, if not obtained, made obtained or givenmade, would not (i) reasonably be expected to have a Company Parent Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Parent and the CompanyPurchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Company Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Company’s compliance Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity Authority or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act and the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (fc) filings by the Parent with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (gd) such filings as may be required under the rules and regulations of NasdaqNASDAQ, except for (e) compliance with the applicable requirements of the HSR Act and other Foreign Antitrust Laws, and (f) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if not obtainedor to make such filings, made registrations with or givennotifications to any Governmental Authority or any other Person, individually or in the aggregate, would not (i) reasonably be expected materially impair the ability of Parent and the Purchaser to have a Company Material Adverse Effect consummate, or (ii) prevent or materially impededelay, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5 none of the execution, delivery or performance of this Agreement by the CompanyParent and the Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by the Company’s compliance Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and the other applicable foreign or supranational antitrust and competition Laws laws set forth in Section 3.5 4.4 of the Company Parent Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”)Schedule, (dc) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (fd) filings with the SEC as may be required by the Company Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (ge) such filings as may be required under the rules and regulations of Nasdaq, except for the NYSE and (f) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if or to make such filings, registrations with or notifications to any Governmental Entity or any other Person, individually or in the aggregate, has not obtained, made or given, has and would not (i) reasonably be expected to have a Company Parent Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of Parent, U.S. Parent and the Purchaser in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the exercise of the Top-Up Option, the consummation by the Company of the Restructuring Transactions, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate Articles of Merger as required by the DGCLNRS, (b) the receipt of the Company Stockholder Approval, if applicable, (c) compliance with any applicable requirements the receipt of (i) all regulatory approvals and consents that may be required under the HSR Act Foreign Acquisitions and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 Takeovers Xxx 0000 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule Australia and the regulations of the SEC being the “Other Required Governmental Approvals”)Australian Government’s Foreign Investment Policy, (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (gf) such filings as may be required under the rules and regulations of Nasdaq, except for NASDAQ and (g) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if or to make such filings, registrations with or notifications to any Governmental Entity or any other Person, individually or in the aggregate, has not obtained, made or given, had and would not (i) reasonably be expected to have a Company Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionCompany and Parent does not, delivery or and the performance of this Agreement by the CompanyCompany will not, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity governmental or any other Personregulatory authority, by domestic or foreign, except (i) for applicable requirements, if any, of the Company or any Company Subsidiary other than pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (athe "HSR Act") the and filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act Nevada Law and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule Delaware Law and (ii) where the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (g) failure to obtain such filings as may be required under the rules and regulations of Nasdaq, except for such other consents, approvals, authorizations or permits, or to make such filings or authorizations that, if not obtained, made or givennotifications, would not (i) reasonably be expected to prevent or delay consummation of the Merger or otherwise prevent the Company from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a Company Material Adverse Effect Effect. The execution and delivery of the transactions and documents contemplated by the Reorganization (as hereinafter defined) do not require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or authority except (i) as where such consents, approvals, authorizations or permits have been obtained, or such filings or notifications have been made or (ii) prevent where the failure to obtain such consents, approvals, authorizations or materially impedepermits or to make such filings or notifications, materially interfere withwould not, materially hinder individually or materially delay in the consummation of the Offeraggregate, the Merger or any of the other transactions contemplated by this Agreementhave a Company Material Adverse Change.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Parent and the CompanyPurchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Company Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Company’s compliance Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity Authority or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act and the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (fc) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (gd) such filings as may be required under the rules and regulations of NasdaqNASDAQ, except for (e) compliance with the applicable requirements of the HSR Act and other Foreign Antitrust Laws and (f) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if not obtainedor to make such filings, made registrations with or givennotifications to any Governmental Authority or any other Person, individually or in the aggregate, would not (i) reasonably be expected materially impair the ability of Parent and the Purchaser to have a Company Material Adverse Effect consummate, or (ii) prevent or materially impededelay, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Purchaser and the Parent in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and Schedule, (iic) compliance with the regulations applicable requirements of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”)Exchange Act, (d) compliance with the applicable requirements of the Exchange Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky LawsLaws set forth in Section 3.5 of the Company Disclosure Schedule, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of Nasdaqthe New York Stock Exchange (“NYSE”), except for and (h) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if or to make such filings, registrations with or notifications to any Governmental Entity or any other Person, individually or in the aggregate, has not obtained, made or given, had and would not (i) reasonably be expected to have a Company Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None The execution and delivery of this Agreement and the consummation of the executionMerger contemplated thereby, delivery or by Parent and Merger Sub do not, and the performance of this Agreement by the CompanyParent and Merger Sub will not, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity domestic or foreign governmental or regulatory authority except (i) for the applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of the HSR Act, the listing application to be filed with Nasdaq with respect to the issuance of the shares of Parent Preferred Stock issuable as Merger Consideration pursuant to this Agreement and the shares of Parent Common Stock issuable upon conversion of such shares of Parent Preferred Stock, the legal requirements of any other Person, by foreign jurisdiction requiring notification in connection with the Company or any Company Subsidiary other than (a) Merger and the transactions contemplated hereby and the filing and recordation of the Certificate of Merger appropriate merger or other documents as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 laws of the Company Disclosure Schedule states of Delaware, New York and California, and (ii) where the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (g) failure to obtain such filings as may be required under the rules and regulations of Nasdaq, except for such other consents, approvals, authorizations or permits, or to make such filings or authorizations thatnotifications, if not obtained, made or given, either (A) would not (i) reasonably be expected to have a Company Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder delay consummation of the Merger or otherwise prevent or materially delay the consummation of the Offer, the Parent or Merger Sub from performing its obligations under this Agreement or any of the other transactions contemplated by this Agreement(B) do not have a Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the OfferParent and Merger Sub, the consummation by the Company Parent and Merger Sub of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance by Parent or Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization authorization, confirmation, clearance or permit of, or filing or registration with or notification to, any Governmental Entity or any other PersonEntity, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”)Act, (dc) compliance with the applicable requirements of the Exchange Act, (d) any application, filing, notice, report, registration, approval, permit, authorization, confirmation, clearance, consent or submission required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice or policy of the FAA, the DOT, the FCC and the DHS, including the TSA, (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (fg) filings with the SEC as may be required by the Company Parent or Merger Sub in connection with this Agreement and the transactions contemplated hereby, (gh) such filings as may be required under the rules and regulations of Nasdaq, except for the NYSE and NASDAQ and (i) where the failure to obtain such other consents, approvals, filings authorizations or authorizations thatpermits of, if not obtainedor to make such filings, made registrations with or given, notifications to any Governmental Entity would not (i) reasonably be expected to have a Company Parent Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.

Required Filings and Consents. None of the executionNo waiver, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, order or authorization or permit of, or registration, declaration or filing or registration with or notification towith, any Governmental Entity or any other PersonPerson is required by or with respect to Allex Xxxtems or ASG Sub in connection with the execution and delivery of this Agreement or the consummation by Allex Xxxtems or ASG Sub, by as the Company or case may be, of any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required transactions contemplated by the DGCLthis Agreement, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of except for (i) the filing of a pre-merger notification and report form under the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and Act, (ii) the regulations of filing with the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations National Association of Securities Dealers, Inc. of (A) the SEC being the “Other Required Governmental Approvals”Offer Documents and (B) such reports under Sections 13(a), (d13(d) compliance with the applicable requirements and 16(a) of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC Act as may be required by the Company in connection with this Agreement and the transactions contemplated herebyby this Agreement, (giii) such filings as may be required under by any applicable "blue sky" laws, (iv) the rules filing of the Certificate of Merger or an agreement of merger with the Delaware Secretary of State and regulations appropriate documents with the relevant authorities of Nasdaq, except for other states in which Viasoft is qualified to do business and (v) such other waivers, consents, approvals, orders, authorizations, registrations, declarations and filings or authorizations that, if not obtained, made or given, as would not individually or in the aggregate (iA) reasonably be expected to have a Company Material Adverse Effect material adverse effect on Allex Xxxtems and its Subsidiaries, taken as a whole, (B) impair the ability of Allex Xxxtems and ASG Sub to perform their respective obligations under this Agreement or (iiC) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by the CompanyParent and the Purchaser, the acceptance for payment or acquisition of payment for Shares pursuant to the Offer, the consummation by the Company Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by the Company’s compliance Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other PersonEntity, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (ii) the regulations of the SEC (the Laws described on Section 3.5 of the Company Disclosure Schedule and the regulations of the SEC being the “Other Required Governmental Approvals”), (d) compliance with the applicable requirements of the Exchange ActCompetition Laws set forth on Section 4.4 of the Parent Disclosure Schedule, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (fc) filings with the SEC of such reports under, such other compliance with, the Exchange Act or the Securities Act, and the rules and regulations of the SEC promulgated thereunder, as may be required by the Company Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, hereby and (gd) where the failure to obtain such filings as may be required under the rules and regulations of Nasdaq, except for such other consents, approvals, filings authorizations or authorizations thatpermits of, if or to make such filings, registrations with or notifications to any Governmental Entity or any other Person, individually or in the aggregate, has not obtained, made or given, has and would not (i) reasonably be expected to have a Company Parent Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect.