Common use of Requisite Governmental Approvals Clause in Contracts

Requisite Governmental Approvals. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by the Company of its covenants and agreements under this Agreement, the Ancillary Agreements to which the Company is a party and the consummation by 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, Order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (ii) 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, (iii) the filing of the Certificate of Merger or other documents as required by the DGCL, (iv) compliance with any applicable rules of NASDAQ, and (v) such other consents, approvals, Orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not be material to the Company and its Subsidiaries taken as a whole.

Requisite Governmental Approvals. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the The execution and delivery by the Company each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by the Company each of Parent and Merger Sub of its covenants and agreements under this Agreement, the Ancillary Agreements to which the Company is a party Agreement and the consummation by the Company each of Parent and Merger Sub of the transactions contemplated by this Agreement Transactions (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 or the Required Consents, (ii) the filing of the Proxy Information Statement and 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, Ordersorders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities lawsLaws, (iiiiv) the filing of the Certificate of Merger or other documents as required by the DGCL, (iv) compliance with any applicable rules of NASDAQ, DGCL and (v) such other consents, approvals, Ordersorders, registrations, declarations, permits, filings and notifications whichnotifications, if not obtained the failure of which to obtain would not, individually or madein the aggregate, would not reasonably be material expected to prevent or materially impair or delay the Company consummation of the Merger or the ability of Parent and its Subsidiaries taken as a wholeMerger Sub to perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the The execution and delivery by the Company each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by the Company each of Parent and Merger Sub of its covenants and agreements under this Agreement, the Ancillary Agreements to which the Company is a party Agreement and the consummation by the Company each of Parent and Merger Sub 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 4.3(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, (iiiiv) the filing of the Certificate of Merger or other documents as required by the DGCL, (iv) compliance with any applicable rules of NASDAQ, DGCL and (v) such other consents, approvals, Ordersorders, registrations, declarations, permits, filings and notifications whichnotifications, if not obtained the failure of which to obtain would not, individually or madein the aggregate, would not be material reasonably be expected to prevent or materially delay the Company consummation of the Merger or the ability of Parent and its Subsidiaries taken as a wholeMerger Sub to perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party do does not, and the performance by the Company of its covenants and agreements under this Agreement, the Ancillary Agreements to which the Company is a party Agreement and the consummation by 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 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, (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, (iiiiv) the filing of the Certificate of Merger or other documents as required by the DGCL, (iv) compliance with any applicable rules of NASDAQ, DGCL and (v) such other consents, approvals, Ordersorders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not be material to the have a Company and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Requisite Governmental Approvals. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the The execution and delivery by the Company and OpCo LLC of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by the Company and OpCo LLC of its their respective covenants and agreements under this Agreement, the Ancillary Agreements to which the Company is a party Agreement and the consummation by the Company and OpCo LLC of the transactions contemplated by this Agreement Transactions (including the MergerMergers) 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) 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, (ii) such consents, approvals, Ordersorders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities lawsLaws, (iii) the filing of the Company Certificate of Merger and the LLC Certificate of Merger or other documents as required by the DGCL, 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 (iv) compliance with any applicable rules of NASDAQ, and (v) such other consents, approvals, Ordersorders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be material expected to have, individually or in the aggregate, a Company and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Requisite Governmental Approvals. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party do does not, and the performance by the Company of its covenants and agreements under this Agreement, the Ancillary Agreements to which the Company is a party Agreement and the consummation by 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 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, (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, (iiiiv) the filing of the Certificate of Merger or other documents as required by the DGCL, (iv) compliance with any applicable rules of NASDAQ, DGCL and (v) such other consents, approvals, Ordersorders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not be material to the have a Company and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Requisite Governmental Approvals. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the The execution and delivery by the Company each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by the Company each of Parent and Merger Sub of its covenants and agreements under this Agreement, the Ancillary Agreements to which the Company is a party Agreement and the consummation by the Company each of Parent and Merger Sub of the transactions contemplated by this Agreement (including the Merger) and the Ancillary Agreements to which the Company is a party Transactions 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) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act and as may be required under by the Securities HSR Act, ; (ii) 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, Laws; (iii) 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) compliance with any applicable rules the foreign investment filings in the jurisdictions listed in Section 3.3(b) of NASDAQ, the Company Disclosure Letter; and (v) such other consents, approvals, Ordersorders, registrations, declarations, permits, filings and notifications whichnotifications, if not obtained the failure of which to obtain would not, individually or madein the aggregate, would not be material reasonably be expected to prevent or materially delay the Company consummation of the Merger or the ability of Parent and its Subsidiaries taken as a wholeMerger Sub to perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, the The execution and delivery by the Company each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by the Company each of Parent and Merger Sub of its covenants and agreements under this Agreement, the Ancillary Agreements to which the Company is a party Agreement and the consummation by the Company each of Parent and Merger Sub 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, (iiiiv) the filing of the Certificate of Merger or other documents as required by the DGCL, (iv) compliance with any applicable rules of NASDAQ, DGCL and (v) such other consents, approvals, Ordersorders, registrations, declarations, permits, filings and notifications whichnotifications, if not obtained the failure of which to obtain would not, individually or madein the aggregate, would not be material reasonably expected to prevent or materially delay the Company consummation of the Merger or the ability of Parent and its Subsidiaries taken as a wholeMerger Sub to perform their respective covenants and obligations pursuant to this Agreement.