Common use of Required Filings or Consents Clause in Contracts

Required Filings or Consents. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required to be made or obtained by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Parent Share Issuance or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for: (i) the filing of a pre-merger notification and report form by Parent and Merger Sub under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (ii) the filing with the SEC of: (A) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock, if any, in the Merger (including any amendments or supplements, the “Form S-4”); (B) such reports under the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (iv) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business; (v) filings required by state securities laws or other “blue sky” laws, if any; and (vi) other consents, approvals, orders or authorizations, the failure of which to be made or obtained, would not reasonably be likely to have a Material Adverse Effect on Parent.

Required Filings or Consents. No consent, approval, order or authorization or permit of, action by or in respect of, or registration, declaration or filing with, or notification to, any federal, state, local local, foreign or foreign supranational government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “"Governmental Entity”") or any other Person is required to be made made, obtained, performed or obtained by given to or with respect to Parent Fisher or any of its Subsidiaries in connection with the execution and executixx xxx delivery of this Agreement by Parent or Merger Sub, the approval of the Parent Share Issuance Fisher or the consummation by Parent or Merger Sub Fisher of the transactions contemplated contempxxxxx hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub Fisher under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act Xxx xx 1976, as axxxxxx (xxx "XXX Act"), all required notifications and filings under Council Regulation (EC) 139/2004 of 1976the European Community, as amended (the “HSR Act”), "ECMR") and any other applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC Securities and Exchange Commission (the "SEC") of: (A1) a proxy statement relating to the registration statement on Form S-4 to be filed Fisher Stockholders' Meeting (as defined in Section 5.1(x)) (such proxy statement, together with the SEC by Parent proxy statement relating to the Thermo Electron Stockholders' Meeting (as defined in connection with the issuance of Parent Common Stock, if anySection 5.1(b), in the Merger (including any amendments each case as amended or supplementssupplemented from time to time, the “Form S-4”"Joint Proxy Statement"); (B2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Securities Exchange Act and the Securities Act of 19331934, as amended (the “Securities "Exchange Act”)") and the rules and regulations thereunder, in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivC) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the NYSE and the relevant authorities of other states in which Parent or Merger Sub Fisher is qualified to do businessbusiness and such filings as may xx xxcessary in accordance with state securities or other "blue sky" laws; (vD) filings required by state securities laws the Fisher Stockholder Approval; (E) the consents, xxxxxvals, orders or other “blue sky” laws, if anyauthorizations set forth in Section 3.1(c)(v)(E) of the Fisher Disclosure Schedule; and (viF) other consentssuch xxxxxnts, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on ParentFisher and its Subsidiaries, taken as a whole.

Required Filings or Consents. No consent, approval, exemption, order or authorization or permit of, action by or in respect of, or registration, declaration or filing with, or notification to, any federal, state, local local, foreign or foreign supranational government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) or any other Person is required to be made made, obtained, performed or obtained by given to or with respect to Parent Northwest or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Parent Share Issuance Northwest or the consummation by Parent or Merger Sub Northwest of the transactions contemplated herebyMerger, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub Northwest under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and pursuant to Council Regulation (EEC) 139/2004 of the European Commission (the “EC Merger Regulation”), and any other applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the consents, approvals, orders, exemptions or authorizations relating to the airline industry from: (1) the Federal Aviation Administration (the “FAA”); (2) the United States Department of Transportation (the “DOT”); and (3) foreign Governmental Entities regulating competition and the airline industry; (C) the filing with the SEC Securities and Exchange Commission (the “SEC”) of: (A1) a proxy statement relating to the registration statement on Form S-4 to be filed Northwest Stockholders’ Meeting (such proxy statement, together with the SEC by Parent proxy statement relating to the Delta Stockholders’ Meeting (as defined in connection with the issuance of Parent Common Stock, if anySection 5.1(b), in the Merger (including any amendments each case as amended or supplementssupplemented from time to time, the “Form S-4Joint Proxy Statement”); (B2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Securities Exchange Act and the Securities Act of 19331934, as amended (the “Securities Exchange Act”)) and the rules and regulations thereunder, in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivD) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the New York Stock Exchange (the “NYSE”) and the relevant authorities of other states in which Parent or Merger Sub Northwest is qualified to do business; (v) business and such filings required by as may be necessary in accordance with state securities laws or other “blue sky” laws, if any; and; (viE) other the Northwest Stockholder Approval; (F) the consents, approvals, orders or authorizations set forth in Section 3.1(c)(v)(F) of the Northwest Disclosure Schedule; and (G) other such consents, approvals, exemptions, orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made or obtainedobtained would not, would not individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on ParentNorthwest and its Subsidiaries, taken as a whole.

Required Filings or Consents. No consent, approval, exemption, order or authorization or permit of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign governmentnotification to, any court, administrative, regulatory or other governmental agency, commission or authority Governmental Entity or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) other Person is required to be made made, obtained, performed or obtained by given to or with respect to Parent Delta or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent Delta or Merger Sub, the approval of the Parent Share Stock Issuance or the consummation by Parent Delta or Merger Sub of the Merger and the other transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub Delta under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (and pursuant to the “HSR Act”)EC Merger Regulation, and any other applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the consents, approvals, orders, exemptions or authorizations relating to the airline industry from: (1) the FAA; (2) the DOT; and (3) foreign Governmental Entities regulating competition and the airline industry; (C) the filing with the SEC of: (A1) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock, if any, in the Merger (including any amendments or supplements, the “Form S-4”Joint Proxy Statement); (B2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), in each case rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivD) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the NYSE and the relevant authorities of other states in which Parent Delta or Merger Sub is are qualified to do business; (v) business and such filings required by as may be necessary in accordance with state securities laws or other “blue sky” laws, if any; and; (viE) other the Delta Stockholder Approval; (F) the consents, approvals, orders or authorizations set forth in Section 3.2(c)(v)(F) of the Delta Disclosure Schedule; and (G) other such consents, approvals, exemptions, orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made or obtainedobtained would not, would not individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on ParentDelta and its Subsidiaries, taken as a whole, or Merger Sub.

Required Filings or Consents. No consent, approval, order or authorization or permit of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign governmentnotification to, any court, administrative, regulatory or other governmental agency, commission or authority Governmental Entity or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) other Person is required to be made made, obtained, performed or obtained by given to or with respect to Parent Fxxxxx or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent Fxxxxx or Merger Sub, the approval of the Parent Share Stock Issuance or the consummation by Parent Fxxxxx or Merger Sub of the transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent Fxxxxx and Merger Sub under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC of: (A1) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock, if any, in the Merger (including any amendments or supplements, the “Form S-4”Joint Proxy Statement); (B2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), in each case rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivC) the filing of the Certificate Articles of Merger with the Secretary of State DFI and appropriate documents with the NYSE and the relevant authorities of other states in which Parent Fxxxxx or Merger Sub is are qualified to do business; (v) business and such filings required by as may be necessary in accordance with state securities laws or other “blue sky” laws; (D) the Fxxxxx Stockholder Approval; (E) the consents, if anyapprovals, orders or authorizations set forth in Section 3.2(c)(v) of the Fxxxxx Disclosure Schedule; and (viF) other such consents, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on ParentFxxxxx and its Subsidiaries, taken as a whole, or Merger Sub.

Required Filings or Consents. No consent, approval, order or authorization or permit of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign governmentnotification to, any court, administrative, regulatory or other governmental agency, commission or authority Governmental Entity or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) other Person is required to be made made, obtained, performed or obtained by given to or with respect to Parent Thermo Electron or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent Thermo Electron or Merger Sub, the approval of Stock Issuance and the Parent Share Issuance Charter Amendment or the consummation by Parent Thermo Electron or Merger Sub of the transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent Thermo Electron and Merger Sub under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), all required notifications and filings under the ECMR and any other applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC of: (A1) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock, if any, in the Merger (including any amendments or supplements, the “Form S-4”Joint Proxy Statement); (B2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), in each case rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivC) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the NYSE and the relevant authorities of other states in which Parent Thermo Electron or Merger Sub is are qualified to do businessbusiness and such filings as may be necessary in accordance with state securities or other "blue sky" laws; (vD) filings required by state securities laws or other “blue sky” laws, if any; andthe Thermo Electron Stockholder Approval; (viE) the consents, approvals, orders or authorizations set forth in Section 3.2(c)(v)(E) of the Thermo Electron Disclosure Schedule; (F) other such consents, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on ParentThermo Electron and its Subsidiaries, taken as a whole, or Merger Sub; and (G) the filing of the Charter Amendment with the Secretary of State of the State of Delaware.

Required Filings or Consents. No consent, approval, order or authorization or permit of, action by or in respect of, or registration, declaration or filing with, or notification to, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) or any other Person is required to be made made, obtained, performed or obtained by given to or with respect to Parent Apogent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Parent Share Issuance Apogent or the consummation by Parent or Merger Sub Apogent of the transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub Apogent under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC of: (A1) a proxy statement relating to the registration statement on Form S-4 to be filed Apogent Shareholders’ Meeting (as defined in Section 5.1(b)) (such proxy statement, together with the SEC by Parent proxy statement relating to the Fxxxxx Stockholders’ Meeting (as defined in connection with the issuance of Parent Common Stock, if anySection 5.1(b), in the Merger (including any amendments each case as amended or supplementssupplemented from time to time, the “Form S-4Joint Proxy Statement”); (B2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Securities Exchange Act and the Securities Act of 19331934, as amended (the “Securities Exchange Act”)) and the rules and regulations thereunder, in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivC) the filing of the Certificate Articles of Merger with the Secretary of State DFI and appropriate documents with the NYSE and the relevant authorities of other states in which Parent or Merger Sub Apogent is qualified to do business; (v) business and such filings required by as may be necessary in accordance with state securities laws or other “blue sky” laws; (D) the Apogent Shareholder Approval; (E) the consents, if anyapprovals, orders or authorizations set forth in Section 3.1(c)(v) of the Apogent Disclosure Schedule; and (viF) other such consents, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on ParentApogent and its Subsidiaries, taken as a whole.

Required Filings or Consents. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required to be made or obtained by or with respect to Parent ADC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent ADC or Merger Sub, the approval of the Parent ADC Share Issuance or the consummation by Parent ADC or Merger Sub of the transactions contemplated hereby, except for: (i) the filing of a pre-merger notification and report form by Parent ADC and Merger Sub under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), ) and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (ii) the filing with the SEC of: (A) the registration statement on Form S-4 to be filed with the SEC by Parent ADC in connection with the issuance of Parent ADC Common Stock, if any, Stock in the Merger (including any amendments or supplements, the “Form S-4”); (B) a proxy statement relating to the ADC Shareholders’ Meeting (such proxy statement, together with the proxy statement relating to the Axxxxx Stockholders’ Meeting (as defined in Section 6.1(b)), in each case as amended or supplemented from time to time, the “Joint Proxy Statement”); and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and communications under Rules 165 and 425 under the Securities Act of 1933, as amended (the “Securities Act”), in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE NASDAQ in connection with the Parent ADC Share Issuance; (iv) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent ADC or Merger Sub is qualified to do business; (v) filings required by state securities laws or other “blue sky” laws, if any; and (vi) other consents, approvals, orders or authorizations, the failure of which to be made or obtained, would not reasonably be likely to have a Material Adverse Effect on ParentADC.

Required Filings or Consents. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “"Governmental Entity”") is required to be made or obtained by or with respect to Parent CDT or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent CDT or Merger Sub, the approval of the Parent CDT Charter Amendment or the CDT Share Issuance or the consummation by Parent CDT or Merger Sub of the transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent CDT and Merger Sub under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”), ") and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC Securities and Exchange Commission (the "SEC") of: (A1) the registration statement on Form S-4 to be filed with the SEC by Parent CDT in connection with the issuance of Parent CDT Common Stock, if any, Stock in the Merger (including any amendments or supplements, the “"Form S-4”"); (B2) a proxy statement relating to the CDT Stockholders' Meeting (such proxy statement, together with the proxy statement relating to the Xxxxxx Stockholders' Meeting (as defined in Section 6.1(b)), in each case as amended or supplemented from time to time, the "Joint Proxy Statement"); and (3) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and communications under Rule 425 under the Securities Act of 1933, as amended (the “"Securities Act”"), in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivC) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent CDT or Merger Sub is qualified to do business; (vD) filings required by state securities laws or other “"blue sky” " laws, if any; (E) the filing of the CDT Charter Amendment with the Secretary of State; and (viF) other consents, approvals, orders or authorizations, the failure of which to be made or obtained, would not reasonably be likely to have a Material Adverse Effect on ParentCDT.

Required Filings or Consents. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required to be made or obtained by or with respect to Parent ADC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent ADC or Merger Sub, the approval of the Parent ADC Share Issuance or the consummation by Parent ADC or Merger Sub of the transactions contemplated hereby, except for: (i) the filing of a pre-merger notification and report form by Parent ADC and Merger Sub under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), ) and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (ii) the filing with the SEC of: (A) the registration statement on Form S-4 to be filed with the SEC by Parent ADC in connection with the issuance of Parent ADC Common Stock, if any, Stock in the Merger (including any amendments or supplements, the “Form S-4”); (B) a proxy statement relating to the ADC Shareholders’ Meeting (such proxy statement, together with the proxy statement relating to the Xxxxxx Stockholders’ Meeting (as defined in Section 6.1(b)), in each case as amended or supplemented from time to time, the “Joint Proxy Statement”); and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and communications under Rules 165 and 425 under the Securities Act of 1933, as amended (the “Securities Act”), in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE NASDAQ in connection with the Parent ADC Share Issuance; (iv) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent ADC or Merger Sub is qualified to do business; (v) filings required by state securities laws or other “blue sky” laws, if any; and (vi) other consents, approvals, orders or authorizations, the failure of which to be made or obtained, would not reasonably be likely to have a Material Adverse Effect on ParentADC.

Required Filings or Consents. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required to be made or obtained by or with respect to Parent Biogen or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Parent Share Issuance Biogen or the consummation by Parent or Merger Sub Biogen of the transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub Biogen under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC of: (A1) a proxy statement relating to the registration statement on Form S-4 to be filed Biogen Stockholders’ Meeting (such proxy statement, together with the SEC by Parent proxy statement relating to the IDEC Stockholders’ Meeting (as defined in connection with the issuance of Parent Common Stock, if anySection 5.1(b)), in the Merger (including any amendments each case as amended or supplementssupplemented from time to time, the “Form S-4Joint Proxy Statement”); (B2) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act and the Securities Act of 19331934, as amended (the “Securities Exchange Act”), in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivC) the filing of the Certificate Articles of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub Biogen is qualified to do business; (v) business and such filings required by with state securities laws or other “blue sky” laws, if any; and (viD) other such consents, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on ParentBiogen.

Required Filings or Consents. No consent, approvalwaiver, order order, authorization or authorization ofapproval of any Governmental Entity, action by or in respect of, or registration, and no declaration or notice to or filing with, or registration with any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority Governmental Entity or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) other Person is required to be made made, obtained, performed or obtained by or given with respect to Parent the Predecessor Company, GigOptix or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Parent Share Issuance GigOptix or the consummation by Parent or Merger Sub GigOptix of the transactions contemplated herebyhereby or thereby, except for: (iA) the filing of a pre-merger notification the GigOptix Certificate of Merger with the Secretary of State of the State of Idaho and report form by Parent the Lumera Certificate of Merger with the Secretary of State of the State of Delaware and Merger Sub under appropriate documents with NASDAQ and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act relevant authorities of 1976other states in which GigOptix is qualified to do business, such filings as amended (the may be necessary in accordance with state securities or other “HSR Act”)blue sky” laws, and any applicable such filings as may be necessary to record or notifications under the antitrust, competition perfect security interests or similar laws of any foreign jurisdictionmortgages in personal or real property; (iiB) the GigOptix Member Approval and the delivery of documents or information to the GigOptix Member as may be required by Idaho law in connection therewith; (C) the consents, waivers, approvals, orders or authorizations set forth in Section 3.1(c)(iv)(C) of the GigOptix Disclosure Schedule; (D) the filing with the SEC of: (A1) the registration statement on The Form S-4 to be filed with (as defined in Section 3.1(e)), including the SEC by Parent in connection with the issuance of Parent Common Stock, if any, in the Merger (including any amendments or supplements, the “Form S-4”);Proxy Statement; and (B2) such reports and filings under Section 12(b), 13(a), 13(d), 15(d) or 16(a) of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), in each case rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (iv) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business; (v) filings required by state securities laws or other “blue sky” laws, if any; and (viE) any consent, waiver, approval, order or authorization of, or declaration, registration or filing with, or notice to any Governmental Entity (other consents, approvals, orders or authorizationsthan any of the foregoing addressed in clauses (A) through (D) above), the failure of which to be made or obtained, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on ParentGigOptix and its Subsidiaries, taken as a whole.

Required Filings or Consents. No consent, approvalwaiver, order order, authorization or authorization ofapproval of any Governmental Entity, action by or in respect of, or registration, and no declaration or notice to or filing with, or registration with any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority Governmental Entity or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) other Person is required to be made made, obtained, performed or obtained by or given with respect to Parent PAETEC or any of its Subsidiaries in connection with the execution and delivery of this Agreement, the US LEC Voting Agreements, the PAETEC Voting Agreements, the PAETEC Ancillary Agreement, the Commitment Letter and the Conversion Agreement by Parent PAETEC, the Company, Merger Sub U or Merger Sub, the approval of the Parent Share Issuance Sub P (as applicable) or the consummation by Parent PAETEC, the Company, Merger Sub U or Merger Sub P (as applicable) of the transactions contemplated herebyhereby or thereby, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub PAETEC under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”“), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing of the PAETEC Certificate of Merger and the US LEC Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with NASDAQ and the relevant authorities of other states in which PAETEC, the Company, Merger Sub U or Merger Sub P is qualified to do business, such filings as may be necessary in accordance with state securities or other “blue sky” laws, and such filings as may be necessary to record or perfect security interests or mortgages in personal or real property; (C) the PAETEC Stockholder Approval and the delivery of documents or information to the PAETEC Stockholders as may be required by Delaware law in connection therewith; (D) the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices to the Federal Communications Commission (the “FCC”); (E) the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices with or to those state public service or public utility commissions or similar state regulatory bodies set forth in Section 3.1(c)(v)(E) of the PAETEC Disclosure Schedule; (F) the consents, waivers, approvals, orders or authorizations set forth in Section 3.1(c)(v)(F) of the PAETEC Disclosure Schedule; (G) the filing with the SEC of: (A1) the registration statement on The Form S-4 to be filed with (as defined in Section 3.1(e)), including the SEC by Parent in connection with the issuance of Parent Common Stock, if any, in the Merger (including any amendments or supplements, the “Form S-4”);Joint Proxy Statement; and (B2) such reports and filings under Section 12(b), 13(a), 13(d), 15(d) or 16(a) of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), in each case rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (iv) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business; (v) filings required by state securities laws or other “blue sky” laws, if any; and (viH) any consent, waiver, approval, order or authorization of, or declaration, registration or filing with, or notice to any Governmental Entity (other consents, approvals, orders or authorizationsthan any of the foregoing addressed in clauses (A) through (G) above), the failure of which to be made or obtained, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on ParentPAETEC and its Subsidiaries, taken as a whole.

Required Filings or Consents. No consent, approvalwaiver, order order, authorization or authorization ofapproval of any Governmental Entity, action by or in respect of, or registration, and no declaration or notice to or filing with, or registration with any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority Governmental Entity or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) other Person is required to be made made, obtained, performed or obtained by or given with respect to Parent or any of its Subsidiaries Buyer in connection with the execution and delivery of this Agreement by Parent Buyer or Merger Sub, the approval of the Parent Share Issuance Sub (as applicable) or the consummation by Parent Buyer or Merger Sub of the transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent Buyer and Merger Sub under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and, to the extent applicable, all required notifications and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC of: (A1) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock, if any, in the Merger (including any amendments or supplements, the “Form S-4”); (B2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), in each case rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (iiiC) the filing reports, filings, registrations, consents, approvals, permits, authorizations and/or notices with or of a Notification Form: Listing the FCC disclosed in Section 3.2(c)(iv)(C) of Additional Shares with the NYSE in connection with the Parent Share IssuanceBuyer Disclosure Schedule; (ivD) the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices with or of those state public service or public utility commissions or similar state regulatory bodies disclosed in Section 3.2(c)(iv)(D) of the Buyer Disclosure Schedule; (E) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the NASDAQ and the relevant authorities of other states in which Parent Buyer or Merger Sub is are qualified to do business; (v) business and such filings required by as may be necessary in accordance with state securities laws or other “blue sky” laws, if any; and; (viF) other the consents, approvals, orders or authorizationsauthorizations disclosed in Section 3.2(c)(iv)(F) of the Buyer Disclosure Schedule; (G) the Buyer Stockholder Approval; and (H) any consent, approval, order or authorization of, or declaration, registration or filing with, or notice to any Governmental Entity (other than any of the foregoing addressed in paragraphs (A) through (G) above), the failure of which to be made or obtainedobtained would not, would not reasonably be likely to individually or in the aggregate, have a Buyer Material Adverse Effect on ParentEffect.

Required Filings or Consents. No consent, approvalwaiver, order order, authorization or authorization ofapproval of any Governmental Entity, action by or in respect of, or registration, and no declaration or notice to or filing with, or registration with any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority Governmental Entity or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) other Person is required to be made made, obtained, performed or obtained by or given with respect to Parent Seller or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements by Parent or Merger Sub, the approval of the Parent Share Issuance Seller or the consummation by Parent or Merger Sub Seller of the transactions contemplated herebyhereby or thereby, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub Seller under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976and, as amended (to the “HSR Act”)extent applicable, all required notifications and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (ii) the filing with the SEC of: (A) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock, if any, in the Merger (including any amendments or supplements, the “Form S-4”); (B) such reports under the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub Seller is qualified to do business; (vC) filings required by state securities laws or other “blue sky” laws, if any; andthe Seller Stockholder Approval; (viD) other the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices with or of the FCC disclosed in Section 3.1(c)(v)(D) of the Seller Disclosure Schedule; (E) the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices with or of those state public service or public utility commissions or similar state regulatory bodies disclosed in Section 3.1(c)(v)(E) of the Seller Disclosure Schedule; (F) the consents, approvals, orders or authorizationsauthorizations disclosed in Section 3.1(c)(v)(F) of the Seller Disclosure Schedule; and (G) any consent, approval, order or authorization of, or declaration, registration or filing with, or notice to any Governmental Entity or other Person (other than any of the foregoing addressed in paragraphs (A) through (F) above), the failure of which to be made or obtained, would not reasonably be likely to not, individually or in the aggregate, have a Seller Material Adverse Effect on ParentEffect.

Required Filings or Consents. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “"Governmental Entity”") is required to be made or obtained by or with respect to Parent Biogen or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Parent Share Issuance Biogen or the consummation by Parent or Merger Sub Biogen of the transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub Biogen under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”"), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC of: (A1) a proxy statement relating to the registration statement on Form S-4 to be filed Biogen Stockholders' Meeting (such proxy statement, together with the SEC by Parent proxy statement relating to the IDEC Stockholders' Meeting (as defined in connection with the issuance of Parent Common Stock, if anySection 5.1(b)), in the Merger (including any amendments each case as amended or supplementssupplemented from time to time, the “Form S-4”"Joint Proxy Statement"); (B2) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act and the Securities Act of 19331934, as amended (the “Securities "Exchange Act”"), in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivC) the filing of the Certificate Articles of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub Biogen is qualified to do business; (v) business and such filings required by with state securities laws or other “"blue sky” " laws, if any; and (viD) other such consents, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on ParentBiogen.

Required Filings or Consents. No consent, approval, order or authorization or permit of, action by or in respect of, or registration, declaration or filing with, or notification to, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “"Governmental Entity”") or any other Person is required to be made made, obtained, performed or obtained by given to or with respect to Parent Apogent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Parent Share Issuance Apogent or the consummation by Parent or Merger Sub Apogent of the transactions contemplated hereby, except for: (iA) the filing of a pre-merger notification and report form by Parent and Merger Sub Apogent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”"), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (iiB) the filing with the SEC of: (A1) a proxy statement relating to the registration statement on Form S-4 to be filed Apogent Shareholders' Meeting (as defined in Section 5.1(b)) (such proxy statement, together with the SEC by Parent proxy statement relating to the Xxxxxx Stockholders' Meeting (as defined in connection with the issuance of Parent Common Stock, if anySection 5.1(b), in the Merger (including any amendments each case as amended or supplementssupplemented from time to time, the “Form S-4”"Joint Proxy Statement"); (B2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Securities Exchange Act and the Securities Act of 19331934, as amended (the “Securities "Exchange Act”)") and the rules and regulations thereunder, in each case as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of a Notification Form: Listing of Additional Shares with the NYSE in connection with the Parent Share Issuance; (ivC) the filing of the Certificate Articles of Merger with the Secretary of State DFI and appropriate documents with the NYSE and the relevant authorities of other states in which Parent or Merger Sub Apogent is qualified to do businessbusiness and such filings as may be necessary in accordance with state securities or other "blue sky" laws; (vD) filings required by state securities laws the Apogent Shareholder Approval; (E) the consents, approvals, orders or other “blue sky” laws, if anyauthorizations set forth in Section 3.1(c)(v) of the Apogent Disclosure Schedule; and (viF) other such consents, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on ParentApogent and its Subsidiaries, taken as a whole.