Common use of Required Filings or Consents Clause in Contracts

Required Filings or Consents. No consent, approval, order or authorization or permit of, action by or in respect of, registration, declaration or filing with, or notification to, any Governmental Entity is required to be made, obtained, performed or given to 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 Stock Issuance or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for: (A) compliance with, and filings under, the HSR Act and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (B) the filing with the SEC of: (1) the Form S-4 (including the Joint Proxy Statement); and (2) such reports under Sections 13, 15(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Articles of Merger with the Secretary of State and appropriate documents with the NYSE and the relevant authorities of other states in which Parent or Merger Sub is qualified to do business and such filings as may be required under state securities or other "blue sky" laws; and (D) such consents, approvals, orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed or given are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect.

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 Governmental Entity is required to be made, obtained, performed made or given to obtained by or with respect to Parent Xxxxxx or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Stock Issuance Xxxxxx or the consummation by Parent or Merger Sub Xxxxxx of the transactions contemplated hereby, except for: (Ai) compliance with, the filing of a pre-merger notification and filings under, report form by Xxxxxx under the HSR Act Act, and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (Bii) the filing with the SEC of: (1A) a proxy statement relating to the Form S-4 Xxxxxx Stockholders’ Meeting (including the Joint “Proxy Statement”); and; (2B) such reports under Sections 13, 15(d) and 16 of the Exchange Act and the Securities Act, in each case, as may be required in connection with this Agreement and the transactions contemplated hereby; (Ciii) the filing of the Articles Certificate of Merger with the Secretary of State and appropriate documents with the NYSE and the relevant authorities of other states in which Parent or Merger Sub Xxxxxx is qualified to do business and such business; (iv) filings as may be required under by state securities laws or other "“blue sky" ” laws; and (Dv) such other consents, approvals, orders, orders or authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed made or given are not, individually or in the aggregate, obtained would not reasonably be likely to have a Parent Material Adverse EffectEffect on Xxxxxx.

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 Governmental Entity is required to be made, obtained, performed made or given to obtained by or with respect to Parent IDEC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent IDEC or Merger Sub, the approval of the Stock IDEC Charter Amendment or the Share Issuance or the consummation by Parent IDEC or Merger Sub of the transactions contemplated hereby, except for: (A) compliance with, the filing of a pre-merger notification and filings under, report form by IDEC and Merger Sub under the HSR Act and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (B) the filing with the SEC of: (1) the Form S-4 (including the Joint Proxy Statement); and; (2) such reports under Sections 13Section 13(a), 13(d), 15(d) and 16 or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Articles of Merger with the Secretary of State and appropriate documents with the NYSE and the relevant authorities of other states in which Parent IDEC or Merger Sub is are qualified to do business and such filings as may be required under with state securities or other "blue sky" laws; (D) the filing of the IDEC Charter Amendment with the Secretary of State of the State of Delaware; and (DE) such consents, approvals, orders, orders or authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, made or obtained, performed or given are not, individually or in the aggregate, would not reasonably be likely to have a Parent Material Adverse EffectEffect on IDEC or Merger Sub.

Required Filings or Consents. No consent, approval, order or authorization or permit of, action by or in respect of, 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 Entity") is required to be made, obtained, performed or given to or with respect to Parent the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Stock Issuance Company or the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby, except for: (A) compliance with, and filings under, the Hart-Scott-Rodino Antitrust Improvements Act of 1970, xx xxxxxxx (xxe "HSR Act Act"), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (B) the filing with the SEC of: (1) a proxy statement relating to the Form S-4 Company Stockholder Approval (including such proxy statement, together with the proxy statement relating to the Parent Stockholder Approval (as defined in Section 3.2(c)(iii)), in each case as amended or supplemented from time to time, the "Joint Proxy Statement"); and; (2) such reports under Sections 13, 15(d) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Articles of Merger with the Secretary of State and appropriate documents with the NYSE and the relevant authorities of other states in which Parent or Merger Sub the Company is qualified to do business and such filings as may be required under state securities or other "blue sky" laws; and (D) such consents, approvals, orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed or given are not, individually or in the aggregate, reasonably likely to have a Parent Company Material Adverse Effect.

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 Governmental Entity is required to be made, obtained, performed made or given to obtained by or with respect to Parent IDEC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent IDEC or Merger Sub, the approval of the Stock IDEC Charter Amendment or the Share Issuance or the consummation by Parent IDEC or Merger Sub of the transactions contemplated hereby, except for: (A) compliance with, the filing of a pre-merger notification and filings under, report form by IDEC and Merger Sub under the HSR Act and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (B) the filing with the SEC of: (1) the Form S-4 (including the Joint Proxy Statement); and; (2) such reports under Sections 13Section 13(a), 13(d), 15(d) and 16 or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Articles of Merger with the Secretary of State and appropriate documents with the NYSE and the relevant authorities of other states in which Parent IDEC or Merger Sub is are qualified to do business and such filings as may be required under with state securities or other "“blue sky" ” laws; (D) the filing of the IDEC Charter Amendment with the Secretary of State of the State of Delaware; and (DE) such consents, approvals, orders, orders or authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, made or obtained, performed or given are not, individually or in the aggregate, would not reasonably be likely to have a Parent Material Adverse EffectEffect on IDEC 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, or notification to, any Governmental Entity is required to be made, obtained, performed made or given to obtained by or with respect to Parent Belden or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Stock Issuance Belden or the consummation by Parent or Merger Sub Belden of the transactions contemplated hereby, except for: (A) compliance with, the filing of a pre-merger notification and filings under, report form by Xxxxxx under the HSR Act Act, and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (B) the filing with the SEC of: (1) a proxy statement relating to the Form S-4 (including Xxxxxx Stockholders' Meeting to be included in the Joint Proxy Statement); and; (2) such reports under Sections 13Section 13(a), 13(d), 15(d) and 16 or 16(a) of the Exchange Act and communications under Rule 425 under the Securities Act, in each case, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Articles Certificate of Merger with the Secretary of State and appropriate documents with the NYSE and the relevant authorities of other states in which Parent or Merger Sub Xxxxxx is qualified to do business and such business; (D) filings as may be required under by state securities laws or other "blue sky" laws; and (DE) such other consents, approvals, orders, orders or authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed made or given are not, individually or in the aggregate, obtained would not reasonably be likely to have a Parent Material Adverse EffectEffect on Xxxxxx.

Required Filings or Consents. No consent, approval, order or authorization or permit of, action by or in respect of, 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 Entity") is required to be made, obtained, performed or given to or with respect to Parent the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub, the approval of the Stock Issuance Company or the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby, except for: (A) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act Act"), and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (B) the filing with the SEC of: (1) a proxy statement relating to the Form S-4 Company Stockholder Approval (including such proxy statement, together with the proxy statement relating to the Parent Stockholder Approval (as defined in Section 3.2(c)(iii)), in each case as amended or supplemented from time to time, the "Joint Proxy Statement"); and; (2) such reports under Sections 13, 15(d) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Articles of Merger with the Secretary of State and appropriate documents with the NYSE and the relevant authorities of other states in which Parent or Merger Sub the Company is qualified to do business and such filings as may be required under state securities or other "blue sky" laws; and (D) such consents, approvals, orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed or given are not, individually or in the aggregate, reasonably likely to have a Parent Company Material Adverse Effect.