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, 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 other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (e) compliance with the applicable rules and regulations of Nasdaq, and (f) where the failure to obtain any such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, does not result in a Company Material Adverse Effect.

Required Filings and Consents. None 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 EntityAuthority 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 other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 receipt of the Company Disclosure ScheduleStockholder Approval, if applicable, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (d) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (e) such filings as may be required under the rules and regulations of NASDAQ, (f) compliance with the applicable rules and regulations requirements of Nasdaqthe HSR Act, and (fg) where the failure to obtain any such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Governmental EntityAuthority or any other Person, individually or in the aggregate, does has not result in had a Company Material Adverse Effect.

Required Filings and Consents. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, Company nor the consummation by the Company of the Merger or any other transaction transactions contemplated hereby nor the compliance by this Agreement, or the Company’s compliance Company with any of the provisions of this Agreement hereof 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 Entitygovernmental or regulatory authority, other than domestic or foreign, federal, state or local (a"GOVERNMENTAL ENTITY"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, state securities laws ("BLUE SKY LAWS"), any pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR ACT"), and the filing and recordation of the Certificate of Merger appropriate merger or other documents as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) filings with the SEC as may be required by the Company in connection with this Agreement DGCL and the transactions contemplated hereby, (e) compliance with the applicable rules and regulations of NasdaqIBCL, and (fii) where the failure to obtain any such consents, approvals, authorizations or permits ofpermits, or to make any such filingsfilings or notifications, registrations with would not prevent or notifications delay consummation of the Merger, or otherwise prevent or delay the Company from performing its obligations under this Agreement, or is not reasonably likely to any Governmental Entityhave, individually or in the aggregate, does not result in a 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 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 EntityEntity 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 other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (dc) filings 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 NASDAQ, (e) compliance with the applicable rules and regulations requirements of Nasdaq, the HSR Act and (f) where the failure to obtain any such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, does has not result in had a Company Parent Material Adverse Effect.

Required Filings and Consents. None 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 EntityEntity 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 other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 receipt of the Company Disclosure ScheduleStockholder Approval, if applicable, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (d) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (e) such filings as may be required under the rules and regulations of NASDAQ, (f) compliance with the applicable rules and regulations requirements of Nasdaq, the HSR Act and (fg) where the failure to obtain any such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, does has not result in had a Company 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 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 EntityEntity 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 other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure ScheduleStockholder Approval, (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 state securities or Blue Sky Laws 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, (e) compliance with the applicable rules and regulations of Nasdaq, and (fg) where the failure to obtain any such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, does has not result in had and would not reasonably be expected to have a Company Material Adverse Effect.

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 EntityEntity 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 Laws set forth in Section 3.5 4.4 of the Company Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) filings with the SEC as may be required by Parent or the Company Purchaser in connection with this Agreement and the transactions contemplated hereby, (e) compliance with such filings as may be required under the applicable rules and regulations of Nasdaqthe NYSE, and (f) where the failure to obtain any such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, does has not result in has and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None 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 EntityAuthority 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 other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (dc) filings 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 NASDAQ, (e) compliance with the applicable rules requirements of the HSR Act and regulations of Nasdaqthe Foreign Antitrust Laws, and (f) where the failure to obtain any such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Governmental EntityAuthority or any other Person, individually or in the aggregate, does has not result in had a Company Material Adverse Effect.

Required Filings and Consents. None 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 EntityAuthority 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 other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (dc) filings 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, (e) compliance with the applicable rules requirements of the HSR Act and regulations of Nasdaqthe Foreign Antitrust Laws, and (f) where the failure to obtain any such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Governmental EntityAuthority or any other Person, individually or in the aggregate, does has not result in had a Company Material Adverse Effect.

Required Filings and Consents. None of the The execution, delivery or and performance of this Agreement by the Company, the acceptance for payment or acquisition each of Shares pursuant to the Offer, Parent and MergerCo and the consummation by the Company each of Parent and MergerCo of the Merger or any other transaction transactions contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement do not and will not 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, Entity or Accrediting Body other than than: (a) the filing and recordation of the Certificate of Merger as required by with the DGCL, Secretary of State of the State of Delaware; (b) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, ; (c) the filing with the SEC of the Company Proxy Statement and the Schedule 13E-3; (d) any filings with required by, and any approvals required under, the SEC as may be required by rules and regulations of the Company in connection with this Agreement and NASD or the transactions contemplated hereby, NASDAQ; (e) compliance with and filings under (i) the HSR Act, (ii) any applicable rules and regulations requirements of Nasdaqthe EC Merger Regulation, and (iii) any applicable requirements of any Foreign Merger Control Law; (f) any consent, approval or other authorization of, or filing with or notification to, any Governmental Entity or Accrediting Body identified in Section 4.4 of the Acquiror Disclosure Letter or Schedule 6.1(b)(iv) to this Agreement; and (g) in such other circumstances where the failure to obtain any such consents, approvals, authorizations or permits ofpermits, or to make any such filingsfilings or notifications, registrations with or notifications would not reasonably be expected to any Governmental Entity, individually or in the aggregate, does not result in have a Company MergerCo Material Adverse Effect.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionCompany do 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 United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), other than except (ai) the filing and recordation of the Certificate of Merger as required by the DGCLfor applicable requirements, (b) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Scheduleif any, (c) compliance with the applicable requirements of the Exchange Act, state securities or "blue sky" laws (d"Blue Sky Laws") filings with the SEC and filing and recordation of appropriate merger documents as may be required by Delaware Law, (ii) for those required by the Company in connection with this Agreement and the transactions contemplated herebyHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Xxx"), (exii) compliance with for those required by the applicable rules and regulations of Nasdaq, New Jersey Industrial Site Recovery Act (NJSA 13;1K-6 et seq.) ("ISRA") and (fiv) where the failure to obtain any such consents, approvals, authorizations or permits ofpermits, or to make any such filingsfilings or notifications, registrations with or notifications to any Governmental Entitywould not, individually or in the aggregate, does not result in have a Company Material Adverse EffectEffect on the Company, or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of the Merger or the transactions contemplated by this Agreement.