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 the Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, 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 or any similar merger notification Laws of any non-U.S. Governmental Entity applicable to the transactions contemplated by this Agreement, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (d) filings with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (e) such filings as may be required under the rules and regulations of 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 Entity or any other Person, individually or in the aggregate, would not be material to Parent or the Purchaser, taken as a whole, or prevent or materially delay, or would reasonably be expected to prevent or delay, the Offer or the Merger or performance by Parent of any of its material obligations under this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Parent Parent, the Purchaser and the PurchaserMerger LLC, the acceptance for payment or acquisition of Shares pursuant to the Offer, the exercise of the Top-Up Option, the consummation by Parent and Parent, the Purchaser and Merger LLC of the Merger Mergers or any other transaction contemplated by this Agreement, or compliance by Parent or Parent, the Purchaser or Merger LLC with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityAuthority or any other Person, other than (a) the filing of the Certificate Certificates of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act or any similar merger notification Laws of any non-U.S. Governmental Entity applicable to the transactions contemplated by this Agreement, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (dc) filings with the SEC as may be required by Parent or the Purchaser Company in connection with this Agreement and the transactions contemplated hereby, (ed) such filings as may be required under the rules and regulations of NASDAQ, (e) compliance with the applicable requirements of the HSR Act 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 Authority or any other Person, individually or in the aggregate, would not be material materially impair the ability of Parent, the Purchaser and Merger LLC to Parent or the Purchaser, taken as a wholeconsummate, or prevent or materially delay, or would reasonably be expected to prevent or delaythe Offer, the Offer Mergers or the Merger or performance by Parent of any of its material obligations under the other transactions contemplated by this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Parent and the Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityAuthority 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 or any similar merger notification Laws of any non-U.S. Governmental Entity applicable to the transactions contemplated by this Agreement, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (dc) filings by the Parent with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (ed) such filings as may be required under the rules and regulations of NASDAQ, (e) compliance with the applicable requirements of the HSR Act and other Foreign Antitrust Laws, 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 Authority or any other Person, individually or in the aggregate, would not be material materially impair the ability of Parent and the Purchaser to Parent or the Purchaser, taken as a wholeconsummate, or prevent or materially delay, or would reasonably be expected to prevent or delaythe Offer, the Offer or the Merger or performance by Parent of any of its material obligations under the other transactions contemplated by this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Parent and the Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityAuthority 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 or any similar merger notification Laws of any non-U.S. Governmental Entity applicable to the transactions contemplated by this Agreement, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (dc) filings by the Parent with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (ed) such filings as may be required under the rules and regulations of NASDAQ, (e) compliance with the applicable requirements of the HSR Act, 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 Authority or any other Person, individually or in the aggregate, would not be material materially impair the ability of Parent and the Purchaser to Parent or the Purchaser, taken as a wholeconsummate, or prevent or materially delay, or would reasonably be expected to prevent or delaythe Offer, the Offer or the Merger or performance by Parent of any of its material obligations under the other transactions contemplated by this Agreement.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the PurchaserCompany, the acceptance for payment or acquisition of Shares shares of Company Common Stock pursuant to the OfferMerger or the Spin-Off Transaction, the consummation by Parent and the Purchaser Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityAuthority or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCLDelaware Law, (b) the Requisite Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or any similar merger notification Laws supranational antitrust and competition laws set forth in Section 4.4 of any non-U.S. Governmental Entity applicable to the transactions contemplated by this AgreementCompany Disclosure Schedule, (cd) compliance with the applicable requirements of the Exchange Act and the Securities Act, (de) compliance with any applicable foreign or state securities or blue sky laws, (f) filings with the SEC as may be required by Parent or the Purchaser Company in connection with this Agreement and the transactions contemplated hereby, hereby and (eg) such filings as may be required under the rules and regulations of NASDAQNASDAQ Global Market, and (fh) 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 Authority or any other Person, individually or in the aggregate, has not had and would not reasonably be material expected to Parent or the Purchaser, taken as have a whole, Company Material Adverse Effect or prevent or materially delay, or would reasonably be expected to prevent or delay, delay the Offer or consummation of the Merger or performance by Parent of any of its material obligations under this Agreementtransactions contemplated hereby.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5 none of the execution, delivery or performance of this Agreement by the Parent and the Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by the Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityEntity 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 any similar merger notification Laws supranational antitrust and competition laws set forth in Section 4.4 of any non-U.S. Governmental Entity applicable to the transactions contemplated by this AgreementParent Disclosure Schedule, (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 Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (e) such filings as may be required under the rules and regulations of NASDAQ, the 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 or any other Person, individually or in the aggregate, has not has and would not be material to Parent or the Purchaser, taken as a whole, or prevent or materially delay, or would reasonably be expected to prevent or delay, the Offer or the Merger or performance by have a Parent of any of its material obligations under this AgreementMaterial Adverse Effect.

Required Filings and Consents. None The execution and delivery of this Agreement and the consummation of the executionMerger contemplated thereby, delivery or by Parent and Merger Sub do not, and the performance of this Agreement by Parent and the PurchaserMerger Sub will not, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entitydomestic or foreign governmental or regulatory authority except (i) for the applicable requirements, other than (a) if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of the HSR Act, the listing application to be filed with Nasdaq with respect to the issuance of the shares of Parent Preferred Stock issuable as Merger Consideration pursuant to this Agreement and the shares of Parent Common Stock issuable upon conversion of such shares of Parent Preferred Stock, the legal requirements of any foreign jurisdiction requiring notification in connection with the Merger and the transactions contemplated hereby and the filing and recordation of the Certificate of Merger appropriate merger or other documents as required by the DGCL, (b) compliance with any applicable requirements laws of the HSR Act or any similar merger notification Laws states of any non-U.S. Governmental Entity applicable to the transactions contemplated by this AgreementDelaware, (c) compliance with the applicable requirements of the Exchange Act New York and the Securities Act, (d) filings with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (e) such filings as may be required under the rules and regulations of NASDAQCalifornia, and (fii) where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications to any Governmental Entity or any other Person, individually or in the aggregate, either (A) would not be material to Parent or the Purchaser, taken as a whole, or prevent or materially delay, or would reasonably be expected to prevent or delay, the Offer or delay consummation of the Merger or performance by otherwise prevent or materially delay Parent of any of or Merger Sub from performing its material obligations under this AgreementAgreement or (B) do not have a 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 Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityAuthority 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 or any similar merger notification Laws of any non-U.S. Governmental Entity applicable to the transactions contemplated by this Agreement, (c) compliance with the applicable requirements of the Exchange Act and the Securities Act, (dc) filings with the SEC as may be required by Parent or the Purchaser Company in connection with this Agreement and the transactions contemplated hereby, (ed) such filings as may be required under the rules and regulations of NASDAQ, (e) compliance with the applicable requirements of the HSR Act and other Foreign Antitrust Laws 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 Authority or any other Person, individually or in the aggregate, would not be material materially impair the ability of Parent and the Purchaser to Parent or the Purchaser, taken as a wholeconsummate, or prevent or materially delay, or would reasonably be expected to prevent or delaythe Offer, the Offer or the Merger or performance by Parent of any of its material obligations under the other transactions contemplated by this Agreement.