Common use of Requisite Governmental Approvals Clause in Contracts

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to any Governmental Authority is required on the part of the Company in connection with the (a) execution and delivery of this Agreement by the Company; (b) performance by the Company of its covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of 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; (ii) 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; (iii) compliance with any applicable requirements of the HSR Act; (iv) compliance with any notification and approval requirements under any Foreign Direct Investment Laws; and (v) such other Consents the failure of which to obtain would not have a Company Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the MergerTransactions, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Texas 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; (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange ActAct (including the filing of the Offer Documents with the SEC); (iii) compliance with any applicable requirements of the HSR Act; (iv) compliance with Act and any notification and approval requirements under any Foreign Direct Investment other applicable Antitrust Laws; and (viv) such other Consents the failure of which to obtain would not not, individually or in the aggregate, have a Company Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of 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; (ii) 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; (iii) compliance with any applicable requirements of the HSR Act; (iv) compliance with any notification and approval requirements under any Foreign Direct Investment Laws; and (v) such other Consents the failure of which to obtain would not have a Company Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Buyer Parties or any of their Affiliates (a) in connection with the (a) execution and delivery of this Agreement by the Companyeach Buyer Party; (b) the performance by the Company each Buyer Party of its covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger, except (i) the filing of 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 Group is qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange Act; (iii) such filings as may be required under the rules and regulations of NYSE or TSX; (iv) compliance with any applicable requirements of the HSR Act; (iv) compliance with any notification and approval requirements under any Foreign Direct Investment Laws; and (v) such other Consents the failure of which to obtain would not have a Company Material Adverse Effectnot, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of the Buyer Parties to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of their Affiliates (a) in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) the performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger, except (i) the filing of 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; (ii) such filings and approvals as may be required by any federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act; (iv) compliance with Act and any notification and approval requirements under any Foreign Direct Investment applicable foreign Antitrust Laws; and (viv) such other Consents the failure of which to obtain would not have a Company Material Adverse Effectnot, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of 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; (ii) 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, the DGCL and the applicable rules and regulations of the SEC and Nasdaq; (iii) compliance with any applicable requirements of the HSR Act; (iv) compliance with Act and any notification and approval requirements under any Foreign Direct Investment applicable foreign Antitrust Laws; and (viv) such other Consents the failure of which to obtain would not have a Company Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the (a) execution and delivery of this Agreement by the Company; (b) performance by the Company of its covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of 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; (ii) 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, the DGCL and the applicable rules and regulations of the SEC and Nasdaq; (iii) compliance with any applicable requirements of the HSR Act; (iv) compliance with Act and any notification and approval requirements under any Foreign Direct Investment applicable foreign Antitrust Laws; and (viv) such other Consents the failure of which to obtain would not have a Company Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the MergerTransactions, except (i) the filing of 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; (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange ActAct (including the filing of the Offer Documents with the SEC); (iii) compliance with any applicable requirements of the HSR Act; (iv) compliance with Act and any notification and approval requirements under any Foreign Direct Investment applicable foreign Antitrust Laws; and (viv) such other Consents the failure of which to obtain would not not, individually or in the aggregate, have a Company Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of 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; (ii) 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; (iii) compliance with any applicable requirements of the HSR Act; (ivAct and any applicable foreign Antitrust Laws listed on Schedule 7.1(b) compliance with any notification and approval requirements under any Foreign Direct Investment Lawsof the Company Disclosure Letter; and (viv) such other Consents the failure of which to obtain would not have a Company Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to any Governmental Authority Authorization is required on the part of the Company or any Subsidiary thereof in connection with the (a) execution the execution, delivery and delivery performance of this Agreement by the Company; or (b) performance by the Company of its covenants and obligations pursuant to this Agreement; or (c) consummation of the Transaction, including the Merger, except for (i) the filing of 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; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including the filing of the Requisite Filings with the SEC and compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR ActNYSE; (iv) compliance with any notification and approval applicable requirements under any Foreign Direct Investment Lawsof the HSR Act; and (v) such Governmental Authorizations required solely by reason of participation of Parent or Merger Sub; and (vi) such other Consents Governmental Authorizations the failure of which to obtain would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and would not otherwise prevent or materially delay the consummation of the Merger.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to any Governmental Authority Authorization is required on the part of the Company or any of its Subsidiaries in connection with the (a) the execution and delivery of this Agreement by the Company; (b) the performance by the Company of its covenants and obligations pursuant to this Agreement; or (c) the consummation of the MergerTransaction, except for (i) the filing of 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; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including the filing of the Proxy Statement with the SEC and compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR ActNYSE; (iv) compliance with any notification applicable requirements of the HSR Act and approval requirements under any Foreign Direct Investment applicable foreign Antitrust Laws; and (v) such other Consents Governmental Authorizations the failure of which to obtain have not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Parent, Acquisition Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Acquisition Sub; (b) performance by the Company each of its Parent and Acquisition Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, or any of the other transactions contemplated by this Agreement, except (i) the filing of 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; (ii) 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, the DGCL and the applicable rules and regulations of the SEC and Nasdaq; (iii) compliance with any applicable requirements of the HSR Act; and (iv) compliance with any notification and approval requirements under any Foreign Direct Investment Laws; and (v) such other Consents the failure of which to obtain would not have a Company Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of 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; (ii) 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; (iii) compliance with any applicable requirements of the HSR ActNASDAQ; (iv) compliance with any notification applicable requirements of the HSR Act and approval requirements under any Foreign Direct Investment Lawsapplicable foreign Antitrust Law; and (v) such other Consents the failure of which to obtain would not not, individually or in the aggregate, have a Company Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to Consent of any Governmental Authority is required on the part of Parent, Merger Sub, the Company Guarantors, the Equity Financing Sources, or any of their respective Affiliates, in connection with the (a) execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of 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 Acquired Companies are qualified to do business; (ii) 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; (iii) compliance with any applicable requirements of the HSR ActAct and any applicable foreign Antitrust Laws; (iv) compliance with any notification and approval applicable requirements under any of Specified Foreign Direct Investment Laws; and (v) such other Consents the failure of which to obtain would not have a Company Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to any Governmental Authority Authorization is required on the part of the Company in connection with the (a) the execution and delivery of this Agreement by the Company; (b) the performance by the Company of its covenants and obligations pursuant to this Agreement; or (c) the consummation of the MergerTransactions by the Company, except for (i) the filing of 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; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including the filing of the Proxy Statement with the SEC and compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR ActNYSE; (iv) compliance with any notification applicable requirements of the HSR Act and any applicable Foreign Regulatory Laws and obtaining approval requirements under any Foreign Direct Investment Lawswith respect thereto; and (v) such other Consents Governmental Authorizations the failure of which to obtain would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to any Governmental Authority Authorization is required on the part of the Company Parent, Merger Sub or any of their Affiliates in connection with the (a) the execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub; (b) the performance by the Company each of its Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the MergerTransactions by Parent and Merger Sub, except (i) the filing of 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 businessDelaware; (ii) 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; (iii) compliance with any applicable requirements of the HSR ActAct and any applicable Other Applicable Antitrust Laws; (iv) compliance the filing of any foreign direct investment filings required under applicable Law and obtaining approval with any notification and approval requirements under any Foreign Direct Investment Lawsrespect thereto; and (v) such other Consents Governmental Authorizations the failure of which to obtain would not not, individually or in the aggregate, have a Company Parent Material Adverse Effect.