Common use of Absence of Required Consents Clause in Contracts

Absence of Required Consents. No Consent of or with any Governmental Authority is required by or with respect to Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and Other Antitrust Laws, (ii) the filing of the applicable Certificates of Merger with the Secretaries of State of the State of California and the State of Delaware, (iii) filings or consents under and compliance with the Securities Act and the Exchange Act as may be required in connection with this Agreement and the Merger, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, (v) filings with the NASDAQ Stock Market, and (vi) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings the failure of which to make or obtain would not individually or in the aggregate materially impair the ability of Parent or Purchaser to perform their respective obligations hereunder.

Absence of Required Consents. No Consent of consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with any (x) Governmental Authority Entity or (y) person (other than a Governmental Entity) is required by or with respect to Parent the Company or Purchaser any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR Act and Other Antitrust LawsAct"), (ii) the filing of the applicable Certificates Certificate of Merger with the Secretary of State of the State of Georgia and appropriate corresponding documents with the Secretaries of State of other states in which the State of California and the State of DelawareCompany is qualified as a foreign corporation to transact business, (iii) filings or consents under and compliance with the Securities Act and the Exchange Act as may be required in connection with this Agreement Agreement, the Offer, and the Merger, Merger and the transactions contemplated hereby and (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Lawslaws, (v) filings with consents identified in Section 4.3(c) of the NASDAQ Stock Market, Company Disclosure Schedule and (vi) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings with the failure of which to make or obtain would not individually or in the aggregate materially impair the ability of Parent or Purchaser to perform their respective obligations hereunder.Nasdaq Stock Market Inc.

Absence of Required Consents. No Consent of consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with any Governmental Authority Entity is required by or with respect to the Parent or Purchaser the Merger Sub in connection with the -35- 42 execution and delivery of this Agreement or the consummation by the Parent or Purchaser the Merger Sub of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and Other Antitrust LawsAct, (ii) the filing of the applicable Certificates Certificate of Merger with the Secretary of State of the State of Georgia and appropriate corresponding documents with the Secretaries of State of other states in which the State of California and the State of DelawareCompany is qualified as a foreign corporation to transact business, (iii) required filings or consents under and compliance with the Securities Act and the Exchange Act as may be required in connection with this Agreement and the MergerAct, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable "takeover" or state securities Laws, laws and (v) filings with the NASDAQ Stock Market, and (vi) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarationsdeclarations and filings, notices and filings the failure of which to make or obtain would not individually or in the aggregate aggregate, materially impair the ability of the Parent or Purchaser the Merger Sub to perform their respective obligations hereunder.

Absence of Required Consents. No Consent of consent, approval, license, Permit, Order or authorization of, or registration, declaration, notice or filing with any Governmental Authority is required by or with respect to Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and Other Antitrust Laws, (ii) the filing of the applicable Certificates Certificate of Merger with the Secretary of State of the State of Ohio and appropriate corresponding documents with the Secretaries of State of other states in which the State of California and the State of DelawareCompany is qualified as a foreign corporation to transact business, (iiiii) filings or consents under and compliance with the Securities Act and or the Exchange Act as may be required in connection with this Agreement and the Merger, (iviii) such consents, approvals, ordersOrders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, (viv) filings with the NASDAQ New York Stock MarketExchange, and (viv) such consents, approvals, licenses, permitsPermits, ordersOrders, authorizations, registrations, declarations, notices and filings the failure of which to make or obtain would not individually or in the aggregate materially impair the ability of Parent or Purchaser to perform their respective obligations hereunder.

Absence of Required Consents. No Consent of or with any Governmental Authority is required by or with respect to Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and Other Antitrust Laws, (ii) the filing of the applicable Certificates of Merger with the Secretaries Secretary of State of the State of California and the State of Delaware, (iii) filings or consents under and compliance with the Securities Act and the Exchange Act as may be required in connection with this Agreement and the Merger, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, (v) filings compliance with any applicable requirements of the NASDAQ New York Stock Market, Exchange and the SEC and (vi) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings the failure of which to make or obtain would not obtain, individually or in the aggregate aggregate, would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement or perform their respective obligations hereunder.