Common use of Requisite Governmental Approvals Clause in Contracts

Requisite Governmental Approvals. (a) No Governmental Authorization is required on the part of the Company (a) in connection with 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 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 Antitrust Laws; (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations the failure of which to obtain would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company does not engage in any of the activities listed on Section 3.7(b) of the Company Disclosure Letter in the jurisdiction specified therein.

Requisite Governmental Approvals. (a) No Governmental Authorization is required on the part of the Company Parent or Merger Sub or any of their Subsidiaries (a) in connection with 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 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 Antitrust Laws; (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations the failure of which to obtain would not reasonably be expected to have a Company Parent Material Adverse Effect. (b) The Company does not engage in any of the activities listed on Section 3.7(b) of the Company Disclosure Letter in the jurisdiction specified therein.

Requisite Governmental Approvals. (a) No Governmental Authorization is required on the part of the Company in connection with (a) in connection with 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 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 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 Act and any other applicable Antitrust LawsNYSE; (iv) compliance with Section 203 any applicable requirements of the DGCL HSR Act and any other similar applicable Takeover LawOther Applicable Antitrust Laws; (v) the filing of any foreign direct investment filings required under applicable Law and obtaining approval with respect thereto; and (vvi) such other Governmental Authorizations the failure of which to obtain would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company does not engage in any of the activities listed on Section 3.7(b) of the Company Disclosure Letter in the jurisdiction specified therein.

Requisite Governmental Approvals. Assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL no consent, approval, order or authorization of, filing or registration with, or notification to (aany of the foregoing, a “Consent”) No any Governmental Authorization Authority that has jurisdiction over the Transactions is required on the part of the Company (a) in connection with 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, 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 laws of states in which the Company and its Subsidiaries are Group is qualified to do business; (ii) the filing with the SEC of the Schedule 14D-9 Documents, and such other filings and approvals as may be required by any applicable 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 other applicable Antitrust LawsLaws set forth on Section 3.6 of the Company Disclosure Letter; and (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations Consents the failure of which to obtain would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company does not engage in any of the activities listed on Section 3.7(b) of the Company Disclosure Letter in the jurisdiction specified therein.

Requisite Governmental Approvals. (a) No Governmental Authorization is required on the part of the Company in connection with (a) in connection with 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 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 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 Act and any other applicable Antitrust LawsNYSE; (iv) compliance with Section 203 any applicable requirements of the DGCL HSR Act and any other similar applicable Takeover LawForeign Regulatory Laws and obtaining approval with respect thereto; (v) such filings as may be required or deemed desirable to submit to CFIUS; (vi) such Governmental Authorizations set forth on Section 3.6 of the Company Disclosure Letter and (vvii) such other Governmental Authorizations the failure of which to obtain would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company does not engage in any of the activities listed on Section 3.7(b) of the Company Disclosure Letter in the jurisdiction specified therein.

Requisite Governmental Approvals. (a) No Consent of any Governmental Authorization Authority is required on the part of the Company Parent or Merger Sub (a) in connection with 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 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 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 applicable 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 other applicable Antitrust Laws; (iv) compliance with such filings and approvals set forth in Section 203 3.6 of the DGCL and any other similar applicable Takeover LawCompany Disclosure Letter; and (v) such other Governmental Authorizations Consents the failure of which to obtain would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company does not engage not, individually or in any the aggregate, prevent or materially delay the consummation of the activities listed on Section 3.7(b) Merger or the ability of the Company Disclosure Letter in the jurisdiction specified thereinParent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.