Common use of Requisite Governmental Approvals Clause in Contracts

Requisite 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 (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Transactions, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of 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 Act (including the filing of the Offer Documents with the SEC); (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent consent, approval, order or authorization of, filing or registration with, or notification to (any of the foregoing, a “Consent”) any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates the Company (a) in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Subthe Company; (b) the performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to this Agreement; or (c) the consummation of the TransactionsMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not have a Parent Company Material Adverse Effect.

Requisite Governmental Approvals. No Consent consent, approval, order or authorization of, filing or registration with, or notification to (any of the foregoing, a “Consent”) any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates the Company in connection with the (a) the execution and delivery of this Agreement by each of Parent and Merger Subthe Company; (b) the performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to this Agreement; or (c) the consummation of the TransactionsTransaction, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 compliance with any applicable requirements of the Exchange Act (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect.

Requisite Governmental Approvals. No Consent consent, approval, order or authorization of, filing or registration with, or notification to (any of the foregoing, a “Consent”) any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates the Company (a) in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Subthe Company; (b) the performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to this Agreement; or (c) the consummation of the TransactionsMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not have a Parent Company Material Adverse Effect.

Requisite Governmental Approvals. No Consent of any Governmental Authority Authorization is required on the part of Parent, Merger Sub or any of their Affiliates the Company in connection with the (a) the execution and delivery of this Agreement by each of Parent and Merger Subthe Company; (b) the performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to this Agreement; or (c) the consummation of the Transactions, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 Information Statement with the SEC and compliance with any applicable requirements of the Exchange Act (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the NYSE; (iv) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (ivv) such other Consents Governmental Authorizations the failure of which to obtain would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect.

Requisite Governmental Approvals. No Consent consent, approval, order or authorization of, filing or registration with, or notification to (any of the foregoing, a “Consent”) any Governmental Authority that has jurisdiction over the Transactions is required on the part of Parent, Merger Sub or any of their Affiliates the Company (a) in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Subthe Company; (b) the performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to this Agreement; or (c) the consummation of the TransactionsMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust LawsLaws set forth on Section 3.6 of the Company Disclosure Letter; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not have a Parent Company Material Adverse Effect.

Requisite 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 (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the TransactionsMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of NASDAQ; (iv) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust LawsLaw; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent consent, approval, order or authorization of, filing or registration with, or notification to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of Parent, Merger Sub the Company or any of their Affiliates its Subsidiaries in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the Company, the performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to under this Agreement; Agreement or (c) the consummation of the TransactionsMerger, except (ia) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State of the State of Texas 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; , (iib) 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 Act, (including the filing of the Offer Documents with the SEC); (iiic) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; Laws and (ivd) such other Consents Consents, the failure of which to obtain would not, individually or in the aggregate, have a Parent Company Material Adverse EffectEffect or prevent or materially delay or impede the consummation of the Merger or the ability of the Company to fully perform its covenants and obligations under this Agreement.

Requisite 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 (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the TransactionsMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust LawsLaws listed on Schedule 7.1(b) of the Company Disclosure Letter; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent of from, authorization of, filing or registration with, or notification to any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates Acquired Company in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Subthe Company; (b) performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to this Agreement; or (c) consummation of the TransactionsMerger 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 Texas 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 (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not reasonably be expected to have a Parent Company Material Adverse EffectEffect or would not reasonably be expected to prevent, materially impair or delay beyond the Termination Date the consummation of the Merger.

Requisite Governmental Approvals. No Consent consent, approval, order or authorization of, filing or registration with, or notification to (any of the foregoing, a "Consent") any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates the Company (a) in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Subthe Company; (b) the performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to this Agreement; or (c) the consummation of the TransactionsMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not have a Parent Company Material Adverse Effect.. 3.7

Requisite Governmental Approvals. No Consent consent, approval, order or authorization of, filing or registration with, or notification to (any of the foregoing, a “Consent”) any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates the Company (a) in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Subthe Company; (b) the performance by each the Company of Parent and Merger Sub of their respective its covenants and obligations pursuant to this Agreement; or (c) the consummation of the TransactionsMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Texas 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 (including the filing of the Offer Documents with the SEC)Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not have a Parent Company Material Adverse Effect.