Common use of Requisite Governmental Approvals Clause in Contracts

Requisite Governmental Approvals. No Governmental Authorization is required on the part of the Company or its Subsidiaries in connection with (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 Transaction, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including the filing of the Proxy Statement, Form F-4 and, to the extent necessary, any Form F-6, with the SEC and compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of NASDAQ; (iv) the Regulatory Approvals; and (v) such other Governmental Authorizations the failure of which to obtain have not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nokia Corp), Agreement and Plan of Merger (Infinera Corp)

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Requisite Governmental Approvals. No Governmental Authorization is required on the part of the Company or any of its Subsidiaries (a) in connection with (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 TransactionMerger, except for (i) the filing of the Certificate Plan of Merger and related documentation with the Secretary Registrar of State Companies of the State of DelawareCayman Islands pursuant to the CICL; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including the filing of the Proxy Statement, Form F-4 and, to the extent necessary, any Form F-6, with the SEC and compliance with any applicable requirements of the Exchange ActAct and “blue sky” laws; (iii) compliance with any applicable requirements of NASDAQ; (iv) the Regulatory ApprovalsHSR Act and any other applicable Antitrust Laws; and (viv) such other Governmental Authorizations the failure of which to obtain have has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cision Ltd.)

Requisite Governmental Approvals. No Governmental Authorization is required on the part of the Company or any of its Subsidiaries (a) in connection with (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 TransactionMerger and the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware 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, Form F-4 and, to the extent necessary, any Form F-6, with the SEC and compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of NASDAQ; (iv) the Regulatory ApprovalsHSR Act; and (viv) such other Governmental Authorizations the failure of which to obtain have has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Civitas Solutions, Inc.)

Requisite Governmental Approvals. No Governmental Authorization is required on the part of the Company or any of its Subsidiaries (a) in connection with (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 TransactionMerger, except for (i) the filing of the Certificate Plan of Merger and related documentation with the Secretary Registrar of State Companies of the State of DelawareCayman Islands pursuant to the CICA; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including the filing of the Proxy Statement, Form F-4 and, to the extent necessary, any Form F-6, with the SEC and compliance with any applicable requirements of the Exchange ActAct and “blue sky” laws; (iii) compliance with any applicable requirements of NASDAQ; (iv) the Regulatory ApprovalsHSR Act and any other applicable Antitrust Laws and Foreign Investment Laws; and (viv) such other Governmental Authorizations the failure of which to obtain have has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.)

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Requisite Governmental Approvals. No Governmental Authorization is required on the part of the Company or any of its Subsidiaries in connection with (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 TransactionTransactions, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including the filing of the Proxy Statement, Form F-4 and, to the extent necessary, any Form F-6, Schedule TO and Schedule 14D-9 with the SEC and compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of NASDAQNasdaq; (iv) compliance with any applicable requirements of the Regulatory ApprovalsHSR Act and any applicable foreign Antitrust Laws; and (v) such other Governmental Authorizations the failure of which to obtain have not had, and would not reasonably be expected to have, a Company Material Adverse EffectEffect and are not expected to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paya Holdings Inc.)

Requisite Governmental Approvals. No Governmental Authorization is required on the part of the Company or its Subsidiaries in connection with (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 TransactionTransactions by the Company, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including the filing of the Proxy Statement, Form F-4 and, to the extent necessary, any Form F-6, Information Statement with the SEC and compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of NASDAQthe NYSE; (iv) compliance with any applicable requirements of the Regulatory ApprovalsHSR Act and the foreign Antitrust Laws set forth on Section 3.6 of the Company Disclosure Letter; and (v) such other Governmental Authorizations the failure of which to obtain have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powerschool Holdings, Inc.)

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