Common use of Requisite Governmental Approvals Clause in Contracts

Requisite Governmental Approvals. The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the performance by each of Parent and Merger Sub of its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by the HSR Act and other Antitrust Laws as set forth on Section 3.3(b) of the Parent Disclosure Letter or by the Required Investment Screening Laws, (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Certificate of Merger or other documents as required by the DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the performance by each of Parent and Merger Sub of its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement (including the Merger) Transactions will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by the HSR Act and other Antitrust Laws as set forth on Section 3.3(b) of the Parent Disclosure Letter or by the Required Investment Screening Laws, Act; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, Laws; (iviii) the filing of the Merger Proposal with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger or other documents as required by the DGCL Companies Registrar; (iv) the foreign investment filings in the jurisdictions listed in Section 3.3(b) of the Company Disclosure Letter; and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications, the failure of which to obtain would not, individually or in the aggregate, be reasonably be expected to prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. The execution and delivery by each of Parent and Merger Sub the Company of this Agreement do does not, and the performance by each of Parent and Merger Sub the Company of its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by the HSR Act and other Antitrust Laws as set forth on Section 3.3(b) 3.3 of the Parent Disclosure Letter or by Investment Screening Laws as set forth on Section 3.3 of the Parent Disclosure Letter (the “Required Investment Screening Laws”), (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Certificate of Merger or other documents as required by the DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notificationsnotifications which, the failure of which to obtain if not obtained or made, would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations pursuant to this Agreementnot have a Company Material Adverse Effect.

Requisite Governmental Approvals. The execution and delivery by each of Parent the Company and Merger Sub OpCo LLC of this Agreement do not, and the performance by each the Company and OpCo LLC of Parent and Merger Sub of its their respective covenants and agreements under this Agreement and the consummation by each of Parent the Company and Merger Sub OpCo LLC of the transactions contemplated by this Agreement Transactions (including the MergerMergers) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by the HSR Act and other Antitrust Laws as set forth on Section 3.3(b) of the Parent Disclosure Letter or by the Required Investment Screening Laws, (ii) the filing of the Proxy Statement and the Schedule 13E-3 with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities lawsLaws, (iviii) the filing of the Company Certificate of Merger and the LLC Certificate of Merger or other documents as required by the DGCL or the DLLCA and such filings with Governmental Authorities as may be required to satisfy the appliable Laws of states in which the Company and OpCo LLC are qualified to do business and (viv) such other consents, approvals, orders, registrations, declarations, permits, filings and notificationsnotifications which, the failure of which if not obtained or made, would not reasonably be expected to obtain would nothave, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations pursuant to this Agreementa Company Material Adverse Effect.

Requisite Governmental Approvals. The execution and delivery by each of Parent and Merger Sub the Company of this Agreement do does not, and the performance by each of Parent and Merger Sub the Company of its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by the HSR Act and other Antitrust Laws as set forth on Section 3.3(b) 4.3 of the Parent Disclosure Letter or by Investment Screening Laws as set forth on Section 4.3 of the Parent Disclosure Letter (the “Required Investment Screening Laws”), (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Certificate of Merger or other documents as required by the DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notificationsnotifications which, the failure of which to obtain if not obtained or made, would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations pursuant to this Agreementnot have a Company Material Adverse Effect.

Requisite Governmental Approvals. The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the performance by each of Parent and Merger Sub of its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by the HSR Act and other Antitrust Laws as set forth on Section 3.3(b4.3(b) of the Parent Disclosure Letter or by the Required Investment Screening Laws, (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Certificate of Merger or other documents as required by the DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications, the failure of which to obtain would not, individually or in the aggregate, be reasonably be expected to prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. The Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the execution and delivery by each of Parent and Merger Sub the Company of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by each of Parent and Merger Sub the Company of its covenants and agreements under this Agreement Agreement, the Ancillary Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated by this Agreement (including the Merger) and the Ancillary Agreements to which the Company is a party will not, require any consent, approval, orderOrder, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by the HSR Act and other Antitrust Laws as set forth on Section 3.3(b) of the Parent Disclosure Letter or by the Required Investment Screening Laws, (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiii) such consents, approvals, ordersOrders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iviii) the filing of the Certificate of Merger or other documents as required by the DGCL DGCL, (iv) compliance with any applicable rules of NASDAQ, and (v) such other consents, approvals, ordersOrders, registrations, declarations, permits, filings and notificationsnotifications which, if not obtained or made, would not be material to the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Merger or the ability of Parent Company and Merger Sub to perform their respective covenants and obligations pursuant to this Agreementits Subsidiaries taken as a whole.