Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by 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 of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of any Competition Laws, (c) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (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) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) and (f) 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, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy No 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 Parent or any of the representations and warranties of the Parent and Merger Sub its Subsidiaries in Section 4.4, none of connection with the execution, delivery or and performance of this Agreement by the Company, or the consummation by the Company of the Merger or any other transaction transactions contemplated by 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 Entityhereby, other than (ai) 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 Certificate Articles of First Merger as required by with, and acceptance for record of the DGCLArticles of First Merger by, the SDAT and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business, (biii) compliance with any applicable requirements under corporation or Blue Sky Laws of any Competition Lawsvarious states, (c) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (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, (eiv) such filings as may be required under in connection with the Taxes described in Section 8.6, (v) compliance with applicable rules and regulations of the New York Stock Exchange NYSE, (“NYSE”vi) such other items required solely by reason of the participation of the Company in the transactions contemplated hereby, (vii) compliance with and filings or notifications under Antitrust Laws and (fviii) where such other Consents, registrations, declarations, filings or notices the failure of which to obtain such consents, approvals, authorizations be obtained or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, made would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. Assuming No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the accuracy execution and delivery of the representations and warranties of the this Agreement by Parent and Merger Sub in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the consummation by Parent and Merger Sub of the Company of Offer, the Merger or any the other transaction transactions contemplated hereby, except for (1) the filing of a premerger notification and report form by this Agreement will require Parent and Merger Sub under the HSR Act, (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 (a2) the filing of the Certificate Articles of Merger as required by with the DGCLDepartment of State of the Commonwealth of Pennsylvania and the certificate of merger with the Secretary of State of the State of Delaware, (b) compliance with any applicable requirements of any Competition Laws, (c3) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including the filing of the Schedule TO, (d4) filings compliance with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated herebyany applicable foreign or state securities or “blue sky laws”, (e5) such any filings as may be or notices required under the rules and regulations of The NASDAQ Stock Market or the New York Stock Exchange Exchange, (“NYSE”6) actions required under the Pennsylvania Takeover Disclosure Law (70 P.S. Section 71 et. Seq.) and (f7) where the failure to obtain such other consents, approvals, authorizations orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or permits of, or to make such filings, registrations with or notifications to any Governmental Entitymade would not, individually or in the aggregate, 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 the Parent and Merger Sub Company in Section 4.43.5, none of the execution, delivery or performance of this Agreement by the CompanyParent and Merger Sub, the consummation by the Company Parent and Merger Sub of the Merger or any other transaction contemplated by this Agreement, or compliance by the 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 of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of any Competition Laws, (c) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (d) 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, (e) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) NASDAQ and (f) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, has not 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 the Parent and Merger Sub in Section 4.4No waiver, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by 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 EntityEntity or any other Person 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, other than as the case may be, of any of the transactions contemplated by this Agreement, except for (ai) the filing of a pre-merger notification and report form under the Certificate of Merger as required by the DGCLHSR Act, (bii) compliance with any applicable requirements of any Competition Laws, (c) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (d) filings filing with the SEC and the National Association of Securities Dealers, Inc. of (A) the Offer Documents and (B) such reports under Sections 13(a), 13(d) and 16(a) of the Exchange Act as may be required by the Company in connection with this Agreement and the transactions contemplated herebyby this Agreement, (eiii) such filings as may be required under by any applicable "blue sky" laws, (iv) the rules and regulations filing of the New York Stock Exchange (“NYSE”) Certificate of Merger or an agreement of merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Viasoft is qualified to do business and (fv) where the failure to obtain such other waivers, consents, approvals, authorizations or permits oforders, or to make such filingsauthorizations, registrations with or notifications to any Governmental Entityregistrations, declarations and filings as would not individually or in the aggregate, would not reasonably be expected to aggregate (A) have a Company Material Adverse Effectmaterial 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 (C) prevent the consummation of any of the transactions contemplated by this Agreement.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub Company in Section 4.44.5, none of the execution, delivery or performance of this Agreement by the CompanyParent and Merger Sub, or the consummation by the Company Parent and Merger Sub of the Merger Merger, the Offer or any other transaction contemplated by 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 with, or notification to, any Governmental Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, ; (b) compliance with any applicable requirements of any Competition foreign, federal or state securities or blue sky Laws, (c) compliance with including pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (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, (ec) such filings as may be required under the rules and regulations of the New York Stock NYSE; (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 (“NYSE”) Act and the Securities Act and the rules and regulations thereunder and (fe) 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 EntityCompetition Laws), in each case the failure of which to obtain or make would not and would not reasonably be expected to have, individually or in the aggregate, 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 the Parent and Merger Sub in Section 4.4, none None of the execution, delivery or performance of this Agreement by Parent and the CompanyMerger Subs, the consummation by Parent and the Company Merger Subs of the Transactions, or compliance by Parent or the Merger or Subs with any other transaction contemplated by 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) (i) the filing and recordation of the Initial Certificate of Merger as required by the DGCLDGCL and (ii) the filing and recordation of the Follow-On Certificate of Merger in accordance with the DGCL and the DLLCA, (b) compliance with any applicable requirements of any the HSR Act and the other applicable Competition LawsLaws of the jurisdictions set forth on Section 3.5 of the Company Disclosure Schedule, (c) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities, “blue sky” or takeover law, (f) filings with the SEC as may be required by Parent or the Company Merger Subs in connection with this Agreement and the transactions contemplated hereby, (e) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) hereby and (fg) 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, individually or in the aggregate, Entity 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 the Parent and Merger Sub Company in Section 4.44.5, none of the execution, delivery or performance of this Agreement by the CompanyParent 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 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 of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of any Competition foreign, federal or state securities or blue sky Laws, (c) compliance with including pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (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, (ec) such filings as may be required under the rules and regulations of the New York Stock NYSE, (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 (“NYSE”) Act and the Securities Act and the rules and regulations thereunder and (fe) 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 EntityCompetition Laws), the failure of which to obtain or make would not or would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. Assuming No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Merger Sub or any of their respective Subsidiaries in connection with the accuracy execution and delivery of the representations and warranties of the this Agreement by Parent and Merger Sub in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the consummation by Parent and Merger Sub of the Company of Offer, the Merger or any the other transaction transactions contemplated by this Agreement will require hereby, except for (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 (a1) the filing of the Certificate of Merger as required by with the DGCLSecretary of State of the State of Delaware, (b) compliance with any applicable requirements of any Competition Laws, (c2) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including the filing of the Schedule TO, (d3) filings compliance with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated herebyany applicable foreign or state securities or “blue sky laws”, (e4) such any filings as may be or notices required under the rules and regulations of the New York Stock Exchange (“NYSE”) OTC Markets Group, and (f5) where the failure to obtain such other consents, approvals, authorizations orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or permits of, or to make such filings, registrations with or notifications to any Governmental Entitymade would not, individually or in the aggregate, 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 the Parent and Merger Sub in Section 4.45.4, none of the execution, delivery or performance of this Agreement by the Company, Company or the consummation by the Company of the Merger Merger, the Offer or any other transaction contemplated by 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 of the Certificate of Merger as required by the DGCL, ; (b) compliance with any applicable requirements of any Competition foreign, federal or state securities or blue sky Laws, (c) compliance with including pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (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, (ec) such filings as may be required under the rules and regulations of the New York Stock NYSE; (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 (“NYSE”) Act and the Securities Act and the rules and regulations thereunder; and (fe) 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 EntityCompetition Laws), the failure of which to obtain or make would not have and would not reasonably be expected to have, individually or in the aggregate, 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 the Parent and Merger Sub 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 Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) the receipt of the Company Stockholder Approval, if required by applicable Law, (c) compliance with any applicable requirements of any Competition Lawsthe HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (cd) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (de) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (ef) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) NYSE and (fg) 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, 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 the Parent and Merger Sub in Section 4.4No waiver, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by 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 EntityEntity or any other Person is required by or with respect to ASG or ASG Sub in connection with the execution and delivery of this Agreement or the consummation by ASG or ASG Sub, other than as the case may be, of any of the transactions contemplated by this Agreement, except for (ai) the filing of a pre-merger notification and report form by ASG under the HSR Act and any similar filings and approvals required from foreign jurisdictions, (ii) filings as may be required by any applicable "blue sky" laws, (iii) the filing of the Articles of Merger and other appropriate merger documents required by the VSCA and the issuance by the Virginia State Corporation Commission of the Certificate of Merger as required by pursuant to the DGCL, (b) compliance with any applicable requirements of any Competition Laws, (c) compliance VSCA and appropriate documents with the applicable requirements relevant authorities of the Securities Exchange Act of 1934, as amended, other states in which Landmark is qualified to do business and the rules and regulations promulgated thereunder (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, (eiv) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) and (f) where the failure to obtain such other waivers, consents, approvals, authorizations or permits oforders, or to make such filingsauthorizations, registrations with or notifications to any Governmental Entityregistrations, declarations and filings as would not individually or in the aggregate, would not reasonably be expected to aggregate (A) have a Company Material Adverse EffectEffect on ASG (B) materially impair the ability of ASG and ASG Sub to perform their respective obligations under this Agreement or (C) prevent ASG and ASG Sub from consummating, or materially impair the ability of ASG and ASG Sub to consummate, any of the transactions contemplated by this Agreement.