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 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, have a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Rocket Fuel Inc.)
Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of ParentNewco, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by each of Parent Newco and Merger Sub; (b) , the performance by each of Parent Newco and Merger Sub of their respective covenants and obligations pursuant to under 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 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, have a Parent Material Adverse Effectprevent 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Vista Equity Partners Fund III LP)
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 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 Act; (iv) compliance with any notification and approval requirements under any applicable foreign Antitrust Foreign Direct Investment Laws; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not have a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (ForgeRock, Inc.)
Requisite Governmental Approvals. No Consent of Consent, 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 the 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 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 Act; (iv) compliance with any notification and approval requirements under any applicable foreign Antitrust Foreign Direct Investment Laws; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not have a Parent Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (ForgeRock, Inc.)
Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub the Buyer Parties or any of their Affiliates (a) in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger SubBuyer Party; (b) the performance by each Buyer Party of Parent and Merger Sub of their respective 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 and any applicable foreign Antitrust LawsAct; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effectprevent 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrols Restaurant Group, Inc.), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership)
Requisite Governmental Approvals. (a) No Consent of any Governmental Authority Authorization 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 Merger, except for (i) the filing of the Certificate of Merger and related documentation 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 compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Consents Governmental Authorizations the failure of which to obtain would not, individually or in the aggregate, not reasonably be expected to have a Parent Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.)
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) 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 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 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 Act and any applicable foreign Antitrust LawsLaws set forth on Section 7.1(b) of the Company Disclosure Letter; (iv) the rules of NYSE; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, not have a Parent Company Material Adverse Effect.
Appears in 1 contract
Requisite Governmental Approvals. No Consent of Consent, 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 the 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 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 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, not have a Parent Company Material Adverse Effect.
Appears in 1 contract
