Common use of Requisite Governmental Approvals Clause in Contracts

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Newco, Merger Sub or any of their Affiliates in connection with the execution and delivery of this Agreement by each of Newco and Merger Sub, the performance by each of Newco and Merger Sub of their respective covenants and obligations under this Agreement or 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 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 and any applicable foreign Antitrust Laws, and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Newco and Merger Sub to fully perform their respective covenants and obligations under this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of NewcoParent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by each of Newco Parent and Merger Sub, the ; (b) performance by each of Newco Parent and Merger Sub of their respective covenants and obligations under pursuant to this Agreement Agreement; or the (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 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 and any applicable foreign Antitrust Laws, ; and (iv) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Newco and Merger Sub to fully perform their respective covenants and obligations under this Agreementhave a Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Newco, Merger Sub the Buyer Parties or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Newco and Merger Sub, Buyer Party; (b) the performance by each Buyer Party of Newco and Merger Sub of their respective its covenants and obligations under pursuant to this Agreement Agreement; or (c) the consummation of the Offer and 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 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) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, ; and (iv) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Offer and the Merger or the ability of Newco and Merger Sub the Buyer Parties to fully perform their respective covenants and obligations under pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Newco, Merger Sub the Buyer Parties or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Newco and Merger Sub, Buyer Party; (b) the performance by each Buyer Party of Newco and Merger Sub of their respective its covenants and obligations under pursuant to this Agreement 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) compliance with any applicable requirements of the HSR Act and or any applicable foreign other Antitrust Laws, Law; and (iv) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the transactions contemplated hereby or the ability of Newco and Merger Sub the Buyer Parties to fully perform their respective covenants and obligations under pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Newco, Merger Sub the Buyer Parties or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Newco and Merger Sub, Buyer Party; (b) the performance by each Buyer Party of Newco and Merger Sub of their respective its covenants and obligations under pursuant to this Agreement 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 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 laws, including compliance with any applicable requirements of the Exchange Act, ; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, Act; and (iv) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Newco and Merger Sub the Buyer Parties to fully perform their respective covenants and obligations under pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Newco, Merger Sub the Buyer Parties or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Newco and Merger Sub, Buyer Party; (b) the performance by each of Newco and Merger Sub Buyer Party of their respective covenants and obligations under pursuant to this Agreement Agreement; or (c) the 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 Group is 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 and any applicable foreign Antitrust Laws, Act; and (iv) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger Transactions or the ability of Newco and Merger Sub the Buyer Parties to fully perform their respective covenants and obligations under pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Newco, Merger Sub the Buyer Parties or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Newco and Merger Sub, Buyer Party; (b) the performance by each Buyer Party of Newco and Merger Sub of their respective its covenants and obligations under pursuant to this Agreement Agreement; or (c) the consummation of the Merger, except (i) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Florida and such filings with Governmental Authorities to satisfy the applicable 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 laws, including compliance with any applicable requirements of the Exchange Act, ; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, Act; and (iv) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Newco and Merger Sub the Buyer Parties to fully perform their respective covenants and obligations under pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of NewcoParent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by each of Newco Parent and Merger Sub, the ; (b) performance by each of Newco Parent and Merger Sub of their respective covenants and obligations under pursuant to this Agreement Agreement; or the (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, Delaware; (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 and any applicable foreign Antitrust Laws, and Laws set forth on Section 7.1(b) of the Company Disclosure Letter; (iv) the rules of NASDAQ and (v) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Newco and Merger Sub to fully perform their respective covenants and obligations under this AgreementMerger.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Newco, Merger Sub the Buyer Parties or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Newco and Merger Sub, Buyer Party; (b) the performance by each of Newco and Merger Sub Buyer Party of their respective covenants and obligations under pursuant to this Agreement 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, ; and (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, and (iv) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or materially impair the ability of Newco and Merger Sub the Buyer Parties to fully perform their respective covenants and obligations under pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of NewcoParent, Merger Sub or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Newco Parent and Merger Sub, ; (b) the performance by each of Newco Parent and Merger Sub of their respective covenants and obligations under pursuant to this Agreement 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 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 laws, including compliance with any applicable requirements of the Exchange Act, ; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, Act; and (iv) such other Consents, Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Newco Parent and Merger Sub to fully perform their respective covenants and obligations under pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of NewcoParent, Merger Sub or any of their Affiliates in connection with the execution and delivery of this Agreement by each of Newco Parent and Merger Sub, the performance by each of Newco Parent and Merger Sub of their respective covenants and obligations under this Agreement or the consummation of the Merger, except (ia) the filing and recordation of the Certificate of Merger with the Delaware 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, (iib) 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, (iiic) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, Laws and (ivd) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay or impede the consummation of the Merger or the ability of Newco Parent and Merger Sub to fully perform their respective covenants and obligations under this Agreement.