Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. Assuming the accuracy of the representations and warranties of 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 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 Authority or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and the Securities Act, (c) filings by the Company with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKT, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure Schedule, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has not had a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of 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 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 Authority or any other PersonAuthority, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and the Securities Act, (c) filings by the Company with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNYSE, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of Act and the Company Disclosure ScheduleForeign Antitrust Laws, and (gf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has not had a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none 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 Authority Entity or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.4 of the Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (cd) filings by the Company with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (de) such filings as may be required under the rules and regulations of the NYSE MKT, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure ScheduleNew York Stock Exchange, and (gf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Person that is not a Governmental Authority or any other PersonEntity, individually or in the aggregate, has not had has and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser Company in Section 4.43.5, 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 exercise of the Top-Up Option, 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 Authority Entity or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and the Securities Act, (c) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNASDAQ, (e) compliance with the applicable requirements of the HSR Act, Act and (f) as set forth in Section 3.5 of the Company Disclosure Schedule, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority Entity or any other Person, individually or in the aggregate, has not had a Company Parent Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of 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 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 authorization, waiver or permit exemption of, clearance, permit or license issued or granted by, or Order of, filing or registration with or notification to, negative clearance from, or the expiration or early termination of any waiting period imposed by, (each of the preceding, a “Consent”) any Governmental Authority or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and the Securities Act, (c) filings by the Company with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNASDAQ, (e) compliance with the applicable requirements requirements, if any, of the HSR Act, (f) as set forth in Section 3.5 of Act and the Company Disclosure ScheduleForeign Antitrust Laws, and (gf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has Consents would not had have a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none 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 AgreementAgreement or by any other agreement or instrument contemplated by this Agreement to which the Company is a party, or the Company’s compliance by the Company with any of the provisions of this Agreement 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 Authority Entity or any other Person, 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 the applicable requirements of the Exchange Act and Act, (d) compliance with the applicable requirements of the Securities Act, (ce) compliance with any applicable Blue Sky Laws, (f) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (dg) such filings as may be required under the rules and regulations of the NYSE MKT, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure Schedule, MKT and (gh) where the failure to obtain such other consents, approvals, authorizations or permits of, or to make such filings, registrations or notifications with or notifications to any Governmental Authority Entity or with or to any other PersonPerson set forth on Section 3.5 of the Company Disclosure Schedule or the failure of which to be obtained or made, individually or in the aggregate, has would not had reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of 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 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 Authority Entity or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) the receipt of the Company Stockholder Approval, if applicable, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (cd) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (de) such filings as may be required under the rules and regulations of the NYSE MKTNASDAQ, (ef) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure Schedule, Act and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority Entity or any other Person, individually or in the aggregate, has not had a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none 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 Authority Entity or any other Personperson, other than (aA) the filing and recordation of the Certificate of Merger as required by the DGCL, (bB) the Company Stockholder Approval, (C) filings required under, and compliance with any applicable requirements of, the HSR Act, (D) compliance with the applicable requirements of the Exchange Act and Act, (E) compliance with the applicable requirements of the Securities Act, (cF) compliance with any applicable foreign or state securities or Blue Sky Laws, (G) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (dH) such filings as may be required under the rules and regulations of the NYSE MKT, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure ScheduleNASDAQ, and (gI) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority Entity or any other Personperson, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of 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 Merger Mergers 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 Authority or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) the receipt of the Company Stockholder Approval, if applicable, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (cd) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (de) such filings as may be required under the rules and regulations of the NYSE MKTNASDAQ, (ef) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure Schedule, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has not had a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none None of the execution, delivery or performance of this Agreement by the Companyeach of Parent, the acceptance for payment or acquisition of Shares pursuant to the OfferHolding Company and Merger Sub, the consummation by Parent, the Holding Company and Merger Sub of the Merger or any other transaction contemplated by this Agreement, or Parent’s, the Holding Company’s or Merger Sub’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) require Parent, the Holding Company or the Merger Sub to obtain any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Authority Entity or any other Personperson, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and Act, (c) compliance with the applicable requirements of the Securities Act, (cd) filings by the Company with the SEC as may be required by Parent in connection with this Agreement and the transactions contemplated hereby, (de) such filings as may be required under the rules and regulations of the NYSE MKT, (e) compliance with the applicable requirements of the HSR ActExchange, (f) such filings and approvals as set forth in Section 3.5 of may be required by the Company Disclosure Schedule, HSR Act and (g) where the failure to obtain such consents, approvals, authorizations or permits ofauthorizations, or to make such permits, filings, registrations or notifications with or notifications to any Governmental Authority Entity or any other Personperson, the failure of which to obtain, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse impact on the ability of Parent, the Holding Company Material Adverse Effectand Merger Sub to perform their obligations under this Agreement.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser Merger Sub in Section 4.45.4, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment Company or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger Merger, the Offer 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 Authority or any other PersonEntity, other than (a) the filing of the Certificate of Merger as required by the DGCL, ; (b) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Exchange Securities Act and the Securities Exchange Act, ; (c) filings by the Company with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNYSE; (d) the filing with the SEC of the Schedule TO, Schedule 14D-9 and the Offer Documents and such other reports required in connection with the transactions pursuant to this Agreement under, and such other compliance with, the Exchange Act and the Securities Act and the rules and regulations thereunder; and (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure Schedule, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Governmental Authority Competition Laws), the failure of which to obtain or any other Personmake would not have and would not reasonably be expected to have, individually or in the aggregate, has not had a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none 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 Authority Entity or any other Person, 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 the applicable requirements of the Exchange Act and Act, (d) compliance with the applicable requirements of the Securities Act, (ce) compliance with any applicable state securities or Blue Sky Laws set forth in Section 3.5 of the Company Disclosure Schedule, (f) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKT, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure Schedule, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority Entity or any other Person, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser Company in Section 4.44.5, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the OfferParent and Merger Sub, the consummation by the Company Parent and Merger Sub of the Merger Merger, the Offer 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 with, or notification to, any Governmental Authority or any other PersonEntity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Exchange Securities Act and the Securities Exchange Act, (c) filings by the Company with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNYSE, (d) the filing with the SEC of the Schedule 14D-9, the Schedule TO and the Offer Documents and such other reports required in connection with the transactions pursuant to this Agreement under, and such other compliance with, the Exchange Act and the Securities Act and the rules and regulations thereunder and (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure Schedule, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Governmental Authority Competition Laws), the failure of which to obtain or any other Personmake would not or would not reasonably be expected to have, individually or in the aggregate, has not had a Company Parent Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser Company in Section 4.43.5, 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 shall 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 Authority or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and the Securities Act, (c) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNASDAQ, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure ScheduleAct and other Foreign Antitrust Laws, and (gf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has would not had a Company Material Adverse Effectmaterially impair the ability of Parent and the Purchaser to consummate, or prevent or materially delay, the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of the 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 payment for Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, Agreement or compliance by the Company’s compliance Company with any of the provisions provision 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 Authority or any other PersonEntity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and any Competition Laws as set forth on Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (cd) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (de) such filings as may be required under the rules and regulations of the NYSE MKT, NASDAQ Global Market (e) compliance with the applicable requirements of the HSR Act, “NASDAQ”); and (f) as set forth in Section 3.5 of the Company Disclosure Schedule, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other PersonEntity, individually or in the aggregate, has would not had reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser Merger Sub in Section 4.45.4, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment Company or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger Merger, the Offer 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 Authority or any other PersonEntity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Exchange Securities Act and the Securities Exchange Act, (c) filings by the Company with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNYSE, (d) the filing with the SEC of the Schedule TO, Schedule 14D-9 and the Offer Documents and such other reports required in connection with the transactions pursuant to this Agreement under, and such other compliance with, the Exchange Act and the Securities Act and the rules and regulations thereunder and (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure Schedule, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Governmental Authority Competition Laws), the failure of which to obtain or any other Personmake would not have or would not reasonably be expected to have, individually or in the aggregate, has not had a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none 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 Authority Entity or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and Act, (c) compliance with the applicable requirements of the Securities Act, (cd) compliance with any applicable state securities or Blue Sky Laws, (e) filings by the Company with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (df) such filings as may be required under the rules and regulations of the NYSE MKT, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure ScheduleNew York Stock Exchange, and (g) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority Entity or any other Person, individually or in the aggregate, has not had has and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of 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 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 Authority or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and the Securities Act, (c) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNASDAQ, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of Act and the Company Disclosure ScheduleForeign Antitrust Laws, and (gf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has not had a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of 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 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 shall 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 Authority or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the applicable requirements of the Exchange Act and the Securities Act, (c) filings by the Company with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (d) such filings as may be required under the rules and regulations of the NYSE MKTNYSE, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of Act and the Company Disclosure ScheduleForeign Antitrust Laws, and (gf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has not had a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none 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 Authority Entity or any other Person, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition Laws set forth in Section 4.4 of the Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (cd) filings by the Company with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (de) such filings as may be required under the rules and regulations of the NYSE MKT, (e) compliance with the applicable requirements of the HSR Act, (f) as set forth in Section 3.5 of the Company Disclosure ScheduleNYSE, and (gf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority Entity or any other Person, individually or in the aggregate, has not had has and would not reasonably be expected to have a Company Parent Material Adverse Effect.