Common use of Required Governmental Approvals Clause in Contracts

Required Governmental Approvals. No consent, approval, Order or authorization of, filing or registration with, or notification to, or other action in respect of or by (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreements, the performance by the Company of its covenants and obligations thereunder and the consummation by the Company of the Transactions, except (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQ, including compliance with any applicable requirements of the Exchange Act, (c) such filings and Consents as may be required solely by reason of Parent’s or Acquisition Sub’s (as opposed to any other third party’s) participation in the Transactions, and (d) such other Consents, the failure of which to obtain would not have a Company Material Adverse Effect.

Required Governmental Approvals. No consent, approval, clearance, waiver, permit, Order or authorization of, filing or registration with, declaration or notification to, or other action in respect of or by to (any of the foregoing being referred to herein as a “Consent”), ) any Governmental Authority is required on the part of or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder, the compliance by the Company with the provisions hereof and the consummation by the Company of the Transactionstransactions contemplated hereby, except for: (a) the filing and recordation of the Charter Amendment Articles of Merger with the Secretary of the Commonwealth of Massachusetts and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, Delaware; (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQLaws, including compliance with any applicable requirements of the Securities Act or the Exchange Act, ; (c) such filings Consents required under, and Consents as may be required solely by reason of Parent’s or Acquisition Sub’s (as opposed to compliance with any other third party’s) participation in applicable requirements of, the Transactions, HSR Act and any other applicable Antitrust Laws; and (d) such other ConsentsConsents and filings, the failure of which to obtain or submit would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Required Governmental Approvals. No consent, approval, Order or authorization of, filing or registration with, or notification to, or other action in respect Consent of or by (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company Parent or any of its Subsidiaries Acquisition Sub in connection with the execution and delivery by the Company Parent and Acquisition Sub of the Transaction AgreementsAgreements to which it is a party, the performance by the Company Parent and Acquisition Sub of its their respective covenants and obligations thereunder and the consummation by the Company Parent and Acquisition Sub of the Transactions, except except: (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, ; (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQ, including compliance with any applicable requirements of the Exchange Act, ; (c) such filings and Consents as may be required solely by reason of Parent’s or Acquisition Subthe Company’s (as opposed to any other third party’s) participation in the Transactions, Transactions and (d) such other Consents, the failure of which to obtain would not have a Company Material Adverse Effectnot, individually or in the aggregate, prevent the consummation by Parent or Acquisition Sub of the Transactions.

Required Governmental Approvals. No consent, approval, Order or authorization of, filing or registration with, or notification to, or other action in respect of or by to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company (including on behalf of or in respect of any of its Subsidiaries Subsidiaries) in connection with the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactionstransactions contemplated hereby, except except: (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, ; (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQLaws, including compliance with any applicable requirements of the Exchange Act, ; (c) such filings Consents required under, and Consents as may be required solely by reason of Parent’s or Acquisition Sub’s (as opposed to compliance with any other third party’s) participation in applicable requirements of, to the Transactionsextent required, and the HSR Act; (d) such other Consents, the failure of which to obtain would not have have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder.

Required Governmental Approvals. No consent, approval, Order or authorization of, or filing or registration with, or notification to, or other action in respect of or by to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactionstransactions contemplated hereby, except (a) the filing and recordation registration of the Charter Amendment and the Certificate Articles of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any United States federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQlaws, including compliance with any applicable requirements of the Exchange Act, including the joining of the Company in the filing of the Rule 13e-3 Transaction Statement on Schedule 13E-3 (including any amendments or supplements thereto, the ”Schedule 13E-3”) and the furnishing of Form 8-K with the Proxy Statement (c) such filings and Consents as may be required solely by reason for compliance with the rules and regulations of Parent’s or Acquisition Sub’s (as opposed to any other third party’s) participation in the TransactionsNASDAQ, and (d) such other Consents, the failure of which to obtain would not have a Company Material Adverse EffectEffect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the ability of the Company to perform its covenants and obligations hereunder.

Required Governmental Approvals. No consent, approval, Order or authorization of, filing or registration with, or notification to, or other action in respect of or by (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreements, the performance by the Company of its covenants and obligations thereunder and the consummation by the Company of the TransactionsTransactions , except (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQ, including compliance with any applicable requirements of the Exchange Act, (c) such filings and Consents as may be required solely by reason of Parent’s or Acquisition Sub’s (as opposed to any other third party’s) participation in the Transactions (including all of the Requested Transactions, ) and (d) such other Consents, the failure of which to obtain would not have a Company Material Adverse Effect.

Required Governmental Approvals. No consent, approval, registration, declaration, Order or authorization of, filing or registration with, or notification to, or other action in respect of or by to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the TransactionsMerger and other transactions contemplated hereby, except (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with any other Governmental Authorities to satisfy the applicable Laws of states and foreign jurisdictions in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQLaws, including compliance with any applicable requirements of the Exchange Act, (c) such filings Consents required under, and Consents as may be required solely by reason of Parent’s or Acquisition Sub’s (as opposed to compliance with any other third party’sapplicable requirements of the HSR Act, (d) participation in the Transactionspost-closing notification requirements under the Foreign Exchange and Trade Law of Japan (gaikoku kawase boeki ho), and (de) such other Consents, the failure of which to obtain would not have have, individually or in the aggregate, a Company Material Adverse EffectEffect or the occurrence of a substantively equivalent condition with respect to the Surviving Corporation.

Required Governmental Approvals. No consent, approval, Order or authorization of, filing or registration with, or notification to, or other action in respect of or by to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactionstransactions contemplated hereby, except (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQLaws, including compliance with any applicable requirements of the Exchange Act, (c) such filings Consents required under, and Consents as may be required solely by reason of Parent’s or Acquisition Sub’s (as opposed to compliance with any other third party’s) participation in applicable requirements of the TransactionsHSR Act, if any, and any applicable foreign Antitrust Laws, and (d) such other Consents, the failure of which to obtain would not have have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder.

Required Governmental Approvals. No consent, approval, Order or authorization of, filing or registration with, or notification to, or other action in respect of or by to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactionstransactions contemplated hereby, except (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws laws of states in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQlaws, including compliance with any applicable requirements of the Exchange Act, (c) such filings Consents required under, and Consents as may be required solely by reason of Parent’s or Acquisition Sub’s (as opposed to compliance with any other third party’s) participation in applicable requirements of the TransactionsHSR Act, and (d) such other Consents, the failure of which to obtain would not have have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder.

Required Governmental Approvals. No consent, approval, Order or authorization of, filing or registration with, or notification to, or other action in respect of or by to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactionstransactions contemplated hereby, except (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any international, federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQ“blue sky” Laws, including compliance with any applicable requirements of the Exchange Act, (c) such filings Consents required under, and compliance with any other applicable requirements of, the HSR Act and other Antitrust Laws (including the expiration or termination of any waiting periods thereunder), (d) Consents as may be required under the rules and regulations of NASDAQ, (e) Consents as may be required solely by reason as a result of the identity of Parent’s , Acquisition Sub or Acquisition Sub’s (as opposed to any other third party’s) participation in the Transactionsof their Affiliates, and (df) such other Consents, the failure of which to obtain would not have a Company Material Adverse Effect.

Required Governmental Approvals. No consent, permit, approval, Order or authorization of, or filing or registration with, or notification to, or other action in respect of or by to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactionstransactions contemplated hereby, except (a) the filing and recordation of the Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Laws or the rules and regulations of the NYSE, and if applicable, the NASDAQLaws, including compliance with any applicable requirements of the Exchange Act, including the Schedule 14D-9 and if necessary, any information statement (the “Information Statement”) required under Rule 14f-1 in connection with the Offer, (c) such filings Consents required under, and Consents as may be required solely by reason of Parent’s or Acquisition Sub’s (as opposed to compliance with any other third party’sapplicable requirements of the HSR Act and any applicable foreign Antitrust Laws, (d) participation in any filings or notices required under the Transactions, rules and regulations of the Nasdaq and (de) such other Consents, the failure of which to obtain would not have have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder.