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, or registration, declaration or filing with, or notification to any Governmental Authority is required to be made, obtained, performed or given by or with respect to Battery or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Battery or the consummation by Battery of the Transaction, except for (i) compliance with, and filings under, the HSR Act, and any applicable filings or notifications under any Competition Laws, (ii) such reports under, or other applicable requirements of, the Exchange Act, the Securities Act or the rules of the NYSE or other appropriate exchange as may be required in connection with this Agreement and the Transaction, (iii) the filing of the Battery Merger Filing with, and the acceptance for record of the Battery Merger Filing by, the Secretary of State of the State of Delaware and (iv) such consents, approvals, Orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed or given as have not had and would not reasonably be likely to have, individually or in the aggregate, a Battery Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harbinger Capital Partners Master Fund I, Ltd.), Agreement and Plan of Merger (Spectrum Brands, Inc.)

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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 Authority is required to be made, obtained, performed or given by or with respect to Battery RH or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Battery RH or the consummation by Battery XX of the Transaction, except for (i) compliance with, and filings under, the HSR Act, and any applicable filings or notifications under any Competition Laws, (ii) such reports under, or other applicable requirements of, the Exchange Act, the Securities Act or the rules of the NYSE Amex or other appropriate exchange as may be required in connection with this Agreement and the Transaction, (iii) the filing of the Battery RH Merger Filing with, and the acceptance for record of the Battery RH Merger Filing by, the Secretary of State of the State of Delaware and (iv) such consents, approvals, Orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed or given as have not had and would not reasonably be likely to have, individually or in the aggregate, a Battery an RH Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spectrum Brands, Inc.)

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 Authority is required to be made, obtained, performed or given by or with respect to Battery the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Battery the Company or the consummation by Battery the Company of the Transaction, except for (i) compliance with, and filings under, the HSR Act, and any applicable filings or notifications under any other Competition Laws, (ii) the filing with the SEC of the Information Statement, (iii) such reports under, or other applicable requirements of, the Exchange Act, the Securities Act or and the rules of the NYSE or other appropriate exchange as may be required in connection with this Agreement and or the Transaction, (iii) the filing of the Battery Merger Filing with, and the acceptance for record of the Battery Merger Filing by, the Secretary of State of the State of Delaware Transaction and (iv) such consents, approvals, Orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed or given as have not had and would not reasonably be likely to have, individually or in the aggregate, a Battery Company Material Adverse Effect.

Appears in 1 contract

Samples: Contribution and Exchange Agreement (Harbinger Group Inc.)

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 Authority is required to be made, obtained, performed or given by or with respect to Battery the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Battery the Company or the consummation by Battery the Company of the Transaction, except for (i) compliance with, and filings under, the HSR Act, and any applicable filings or notifications under any other Competition Laws, (ii) the filing with the SEC of (x) the Proxy Statement and (y) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the Transaction (the “Form S-4”), (iii) the information statement (as defined in Rule 14c-1 promulgated under the Exchange Act) to be filed with the SEC by the Company relating to the Final Amendment and the Final Amendment Approval (the “Information Statement”), (iv) such reports under, or other applicable requirements of, the Exchange Act, Act and the Securities Act or and the rules of the NYSE or other appropriate exchange OTC Markets Group as may be required in connection with this Agreement and or the Transaction, (iii) the filing of the Battery Merger Filing with, and the acceptance for record of the Battery Merger Filing by, the Secretary of State of the State of Delaware Transaction and (ivv) such consents, approvals, Orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed or given as have not had and would not reasonably be likely to have, individually or in the aggregate, a Battery Company Material Adverse Effect.

Appears in 1 contract

Samples: Contribution and Exchange Agreement (Special Diversified Opportunities Inc.)

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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 Authority is required to be made, obtained, performed or given by or with respect to Battery RH or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Battery RH or the consummation by Battery RH of the Transaction, except for (i) compliance with, and filings under, the HSR Act, and any applicable filings or notifications under any Competition Laws, (ii) such reports under, or other applicable requirements of, the Exchange Act, the Securities Act or the rules of the NYSE Amex or other appropriate exchange as may be required in connection with this Agreement and the Transaction, (iii) the filing of the Battery RH Merger Filing with, and the acceptance for record of the Battery RH Merger Filing by, the Secretary of State of the State of Delaware and (iv) such consents, approvals, Orders, authorizations, permits, actions, registrations, declarations, filings or notifications, the failure of which to be made, obtained, performed or given as have not had and would not reasonably be likely to have, individually or in the aggregate, a Battery an RH Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harbinger Capital Partners Master Fund I, Ltd.)

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