Common use of Required Governmental Approvals Clause in Contracts

Required Governmental Approvals. No consent, approval, Order or authorization of, or filing, declaration or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (c) filings required under, and compliance with any other applicable requirements of, the HSR Act and any applicable foreign Antitrust Laws, and (d) such other Consents, the failure of which to obtain has not had and would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company to perform its covenants or obligations under this Agreement.

Required Governmental Approvals. No consent, approval, Order order or authorization of, or filing, declaration filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (a) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State of the State of Delawareas required by Delaware Law, (b) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (c) filings required under, and compliance with any other applicable requirements of, of the HSR Act and any applicable foreign the Antitrust LawsLaws of the Relevant Antitrust Jurisdictions, (d) the rules of Nasdaq, and (de) such other Consents, Consents the failure of which to obtain has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company to perform its covenants or obligations under this AgreementEffect.

Required Governmental Approvals. No consent, approval, Order or authorization of, or filing, declaration or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (c) filings required under, and compliance with any other applicable requirements of, the HSR Act and any applicable foreign Antitrust Laws, and (d) such other Consents, the failure of which to obtain has not had and would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company to perform its covenants or obligations under this AgreementEffect.

Required Governmental Approvals. No consent, approval, Order or authorization of, or filing, declaration or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Newco, Merger Sub or any of their Affiliates in connection with the execution, delivery and performance by the Company Newco and Merger Sub of this Agreement and the consummation by the Company Newco and Merger Sub of the transactions contemplated hereby, except (ai) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware 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, (bii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (ciii) filings required under, and compliance with any other applicable requirements of, the HSR Act and any applicable foreign Antitrust Laws, and (div) such other Consents, the failure of which to obtain has not had and would not reasonably be expected to have a Company Material Adverse Effect not, individually or in the aggregate, prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company Newco and Merger Sub to fully perform its their respective covenants or and obligations under this Agreement.

Required Governmental Approvals. No consent, approval, Order or authorization of, or filing, declaration or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Parent or Merger Sub in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, except (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware 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, including compliance with any applicable requirements of the Exchange Act, (c) filings required under, and compliance with any other applicable requirements of, the HSR Act and any applicable foreign Antitrust Laws, and (d) such other Consents, the failure of which to obtain has not had and would not reasonably be expected to have a Company Material Adverse Effect not, individually or in the aggregate, prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company Parent and Merger Sub to fully perform its their respective covenants or and obligations under this Agreement.