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 Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated by this agreement, or 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 or permit of, or filing or registration with or notification to, any Governmental Entity, 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 Competition Laws of the jurisdictions set forth on Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the 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 Merger Sub in connection with this Agreement and the transactions contemplated hereby 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 would not have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the Purchaser the consummation by Parent and Merger Sub the Purchaser of the Merger or any other transaction contemplated by this agreementAgreement, or compliance by Parent or Merger Sub 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, 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 Competition Laws foreign or supranational antitrust and competition laws set forth in Section 4.3 of the jurisdictions set forth on Section 3.5 of the Company Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the 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 Merger Sub the Purchaser in connection with this Agreement and the transactions contemplated hereby hereby, (g) such filings as may be required under the rules and regulations of the New York Stock Exchange and (gh) 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 Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated by this agreementAgreement, or 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 or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate Agreement of Merger as required by the DGCLCGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable Competition Laws of the jurisdictions foreign or supranational antitrust and competition laws set forth on in Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the 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 Merger Sub in connection with this Agreement and the transactions contemplated hereby hereby, (g) such filings as may be required under the rules and regulations of NASDAQ, (h) consents required pursuant to the Debt Financing, 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 Entity Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this agreementAgreement, or 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 or permit of, or filing or registration with or notification to, any Governmental Entity, 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 Competition Laws foreign or supranational antitrust and competition laws set forth in Section 5.4 of the jurisdictions set forth on Section 3.5 of the Company Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the 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 Merger Sub in connection with this Agreement and the transactions contemplated hereby hereby, (g) such filings as may be required under the rules and regulations of the NYSE and (gh) 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 Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and Merger Subthe Company, the consummation by Parent and Merger Sub the Company of the Merger or any other transaction contemplated by this agreementAgreement, 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 or permit of, or filing or registration with or notification to, any Governmental Entity, 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 the HSR Act and the other applicable Competition Laws of the jurisdictions foreign or supranational antitrust and competition laws set forth on in Section 3.5 of the Company Disclosure Schedule, (cd) compliance with the applicable requirements of the Exchange Act, (de) compliance with the applicable requirements of the Securities Act, (ef) compliance with any applicable foreign or state securities or Blue Sky Laws, (fg) filings with the SEC as may be required by Parent or Merger Sub the Company in connection with this Agreement and the transactions contemplated hereby hereby, (h) such filings as may be required under the rules and regulations of Nasdaq 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 Entity Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect.

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 Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated by this agreement, or 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 or permit of, or filing or registration with with, or notification to, any Governmental Entity, 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 Competition Laws of the jurisdictions set forth on Section 3.5 of the Company Disclosure Scheduleforeign, (c) compliance with the applicable requirements of the Exchange Actfederal or state securities or blue sky Laws, (d) compliance with including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (ec) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) such filings with the SEC as may be required by Parent or Merger Sub in connection under the rules and regulations of the NYSE, (d) the filing with this Agreement the SEC of the Joint Proxy Statement/Prospectus and the transactions contemplated hereby filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4 and (ge) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to to, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated by this agreementAgreement, or 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 or permit of, or filing or registration with or notification to, any Governmental Entity, 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 Competition Laws foreign or supranational antitrust and competition laws set forth in Section 4.4 of the jurisdictions set forth on Section 3.5 of the Company Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the 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 Merger Sub in connection with this Agreement and the transactions contemplated hereby hereby, (g) such filings as may be required under the rules and regulations of the NYSE and (gh) 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 Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this agreementAgreement, or 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 or permit of, or filing or registration with or notification to, any Governmental Entity, 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 Competition Laws foreign or supranational antitrust and competition laws set forth in Section 5.4 of the jurisdictions set forth on Section 3.5 of the Company Parent Disclosure Schedule, (c) compliance with the applicable 41 requirements of the Exchange Act, (d) compliance with the applicable requirements of the 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 Merger Sub in connection with this Agreement and the transactions contemplated hereby hereby, (g) such filings as may be required under the rules and regulations of the NYSE and (gh) 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 Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated by this agreementAgreement, or 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 or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate Articles of Merger as required by the DGCLNRS, (b) compliance with any applicable requirements of the HSR Act and the other applicable Competition Laws of the jurisdictions set forth on Section 3.5 of the Company Disclosure ScheduleAct, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) such filings with the SEC as may be required by Parent under the rules and regulations of the NYSE or Merger Sub in connection with this Agreement and the transactions contemplated hereby and (ge) 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 Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.