Common use of Required Governmental Approvals Clause in Contracts

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Sub of this Agreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby, except (a) the filing and registration of the Plan of Merger with the Registrar of Companies and the publication of notice of the Merger in the Cayman Islands Government Gazette, and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Parent and Merger Sub are qualified to do business, (b) such filings and approvals as may be required by any United States federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, and the filing of the Proxy Statement and the Schedule 13E-3, and (c) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger Sub of the transactions contemplated hereby or the performance by Parent and Merger Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Parent or Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby, except (a) the filing and registration recordation of the Plan Certificate of Merger with the Registrar Delaware Secretary of Companies and the publication of notice of the Merger in the Cayman Islands Government Gazette, State and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Parent Company and Merger Sub 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, including compliance with any applicable requirements of the Exchange Act, (c) Consents required under, and the filing compliance with any other applicable requirements of the Proxy Statement HSR Act and the Schedule 13E-3any applicable foreign Antitrust Laws, and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement or the performance by ability of Parent and Merger Acquisition Sub of to perform their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby, except including the Financing, except: (a) the filing and registration recordation of the Plan Certificate of Merger with the Registrar Secretary of Companies and the publication of notice State of the Merger in the Cayman Islands Government Gazette, State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws Laws of states in which the Parent Company and Merger Sub its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any United States federal or state securities lawsLaws, including compliance with any applicable requirements of the Exchange Act, and the filing of the Proxy Statement and the Schedule 13E-3, and , (c) Consents required under, and compliance with any other applicable requirements of the HSR Act; and such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger or Acquisition Sub of the transactions contemplated hereby hereby, including the Financing, or the performance by Parent and Merger or Acquisition Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby, except (a) the filing and registration recordation of the Plan Certificate of Merger with the Registrar Delaware Secretary of Companies and the publication of notice of the Merger in the Cayman Islands Government Gazette, State and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Parent Company and Merger Sub 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, including compliance with any applicable requirements of the Exchange Act, (c) Consents required under, and the filing compliance with any other applicable requirements of the Proxy Statement HSR Act and the Schedule 13E-3any applicable foreign Antitrust Laws, and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby or the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the Support Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated herebyhereby and thereby, except (a) the filing and registration of the Plan Certificate of the Merger with the Registrar Secretary of Companies and the publication of notice State of the Merger in the Cayman Islands Government GazetteState of Delaware, and such filings with Governmental Authorities to satisfy the applicable laws Laws of states in which the Parent Company and Merger Sub 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, including compliance with any applicable requirements of the Exchange Act, and including the filing of Schedule TO, the Offer Documents and, if required by applicable Law, the Proxy Statement and the Schedule 13E-3Statement, (c) Consents required under any applicable Antitrust Laws, and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby or the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby, except except: (a) the filing and registration recordation of the Plan Certificate of Merger with the Registrar Secretary of Companies and the publication of notice State of the Merger in the Cayman Islands Government Gazette, State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws Laws of states in which the Parent Company and Merger Sub its Subsidiaries are qualified to do business, ; (b) such filings and approvals as may be required by any United States federal or state securities lawsLaws, including compliance with any applicable requirements of the Exchange Act; (c) Consents required under, and the filing compliance with any other applicable requirements of the Proxy Statement and the Schedule 13E-3, HSR Act and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger or Acquisition Sub of the transactions contemplated hereby or the performance by Parent and Merger or Acquisition Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Sub of this Agreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby, except (a) the filing and registration of the Plan of Merger with the Registrar of Companies and the publication of notice of the Merger in the Cayman Islands Government Gazette, and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Parent Company and Merger Sub 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, including compliance with any applicable requirements of the Exchange Act, and the filing of the Proxy Statement and the Schedule 13E-3, (c) the Parent Required Approvals and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger Sub of the transactions contemplated hereby or the performance by Parent and Merger Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby, including the Financing, except (a) the filing and registration recordation of the Plan Certificate of Merger with the Registrar Secretary of Companies and the publication of notice State of the Merger in the Cayman Islands Government Gazette, State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws Laws of states in which the Parent Company and Merger Sub its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any United States federal or state securities lawsLaws, including compliance with any applicable requirements of the Exchange Act, (c) Consents required under, and the filing compliance with any other applicable requirements of the Proxy Statement HSR Act, if any, and the Schedule 13E-3any applicable foreign Antitrust Laws, and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger or Acquisition Sub of the transactions contemplated hereby hereby, including the Financing, or the performance by Parent and Merger or Acquisition Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby, hereby except (a) the filing and registration recordation of the Plan Certificate of Merger with the Registrar Secretary of Companies and the publication of notice State of the Merger in the Cayman Islands Government Gazette, State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws Laws of states in which the Parent Company and Merger Sub its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any United States federal or state securities lawsLaws, including compliance with any applicable requirements of the Exchange Act, (c) Consents required under, and the filing compliance with any other applicable requirements of the Proxy Statement HSR Act and the Schedule 13E-3any applicable foreign Antitrust Laws, and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger or Acquisition Sub of the transactions contemplated hereby or the performance by Parent and Merger or Acquisition Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby, except except: (a) the filing and registration recordation of the Plan Certificate of Merger with the Registrar Secretary of Companies and the publication of notice State of the Merger in the Cayman Islands Government Gazette, State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws Laws of states in which the Parent Company and Merger Sub its Subsidiaries are qualified to do business, ; (b) such filings and approvals as may be required by any United States federal or state securities lawsLaws, including compliance with any applicable requirements of the Exchange Act; (c) Consents required under, and the filing compliance with any other applicable requirements of the Proxy Statement and the Schedule 13E-3, HSR Act and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger or Acquisition Sub of the transactions contemplated hereby hereby, or the performance by Parent and Merger or Acquisition Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Acquisition Sub of this Agreement, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby, except (a) the filing and registration recordation of the Plan Certificate of Merger with the Registrar Secretary of Companies and the publication of notice State of the Merger in the Cayman Islands Government Gazette, State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Parent Company and Merger Sub 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, including compliance with any applicable requirements of the Exchange Act, (c) filings under the HSR Act and the filing expiration of the Proxy Statement and the Schedule 13E-3applicable waiting period, and (cd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent and Merger or Acquisition Sub of the transactions contemplated hereby or the performance by Parent and Merger or Acquisition Sub of their respective covenants and obligations hereunder.