Common use of Consents, Approvals, Etc Clause in Contracts

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person is required to be made or obtained by the Acquired Companies, the Equityholder Representative or the Signing Stockholder in connection with the execution and delivery of this Agreement by the Company, the Equityholder Representative or the Signing Stockholder, the performance by the Company, the Equityholder Representative and the Signing Stockholder of their respective obligations hereunder, or the consummation by the Company, the Equityholder Representative and the Signing Stockholder of the transactions contemplated by this Agreement, except: (i) the filing of the Certificate of Merger pursuant to the DGCL; (ii) such filings as may be required under the HSR Act; and (iii) where the failure to obtain such consent, waiver, approval, authorization, order or permit, or to make such declaration, filing, registrations or notification would not prevent or materially delay the consummation by the Company, the Equityholder Representative and the Signing Stockholder of the transactions contemplated by this Agreement and the Ancillary Agreements.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person third party is required to be made or obtained by the Acquired Companies, the Equityholder Representative Parent or the Signing Stockholder Merger Sub in connection with the execution and delivery of this Agreement by the Company, the Equityholder Representative or the Signing Stockholdereach of Parent and Merger Sub, the performance by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of their its respective obligations hereunder, or the consummation by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of the transactions contemplated by this Agreement, except: except (ia) the filing of the Certificate of Merger pursuant to the DGCL; , (iib) applicable requirements, if any, under the DGCL, federal or state securities or “blue sky” Laws, (c) such filings as may be required under the HSR Act; Act and (iiid) where the failure to obtain such consent, waiver, approval, authorization, order authorization or permitaction, or to make such declaration, filing, registrations filing or notification would not prevent not, when taken together with all other such failures by Parent and Merger Sub, reasonably be expected to have a material adverse effect on the ability of Parent or materially delay the consummation by the Company, the Equityholder Representative and the Signing Stockholder of Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or any other Person is required to be made or obtained by the Acquired Companies, the Equityholder Representative Parent or the Signing Stockholder Merger Sub in connection with the execution and delivery of this Agreement by the Company, the Equityholder Representative or the Signing Stockholdereach of Parent and Merger Sub, the performance by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of their its respective obligations hereunder, or the consummation by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of the transactions contemplated by this Agreement, except: except (i) the filing of the Certificate of Merger pursuant to the DGCL; (ii) such filings as may be required applicable requirements, if any, under the HSR ActDGCL, federal or state securities or “blue sky” Laws; (iii) applicable filing requirements, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and (iiiiv) where the failure to obtain such consent, waiver, approval, authorization, order authorization or permitaction, or to make such declaration, filing, registrations filing or notification would not prevent not, when taken together with all other such failures by Parent and Merger Sub, have a material adverse effect on the ability of Parent or materially delay the consummation by the Company, the Equityholder Representative and the Signing Stockholder of Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or any other Person is required to be made or obtained by the Acquired Companies, the Equityholder Representative Parent or the Signing Stockholder Merger Sub in connection with the execution and delivery of this Agreement by the Company, the Equityholder Representative or the Signing Stockholdereach of Parent and Merger Sub, the performance by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of their its respective obligations hereunder, or the consummation by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of the transactions contemplated by this Agreement, except: except (i) the filing of the Certificate of Merger pursuant to the DGCL; (ii) such filings as may be required applicable requirements, if any, under the DGCL, federal or state securities or “blue sky” Laws; (iii) the expiration or termination of the applicable waiting periods under, or the receipt of approvals under, the HSR Act; and (iiiiv) where the failure to obtain such consent, waiver, approval, authorization, order authorization or permitaction, or to make such declaration, filing, registrations filing or notification would not prevent not, when taken together with all other such failures by Parent and Merger Sub, have a material adverse effect on the ability of Parent or materially delay the consummation by the Company, the Equityholder Representative and the Signing Stockholder of Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person Entity is required to be made or obtained by the Acquired Companies, the Equityholder Representative Parent or the Signing Stockholder Merger Sub in connection with the execution and delivery of this Agreement by the Company, the Equityholder Representative or the Signing Stockholdereach of Parent and Merger Sub, the performance by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of their its respective obligations hereunder, hereunder or the consummation by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of the transactions contemplated by this Agreement, except: except (ia) the filing of the Certificate of Merger pursuant to the DGCL; , (iib) applicable requirements, if any, under the DGCL, (c) such filings as may be required under the HSR Act; Act or under foreign anti-competition or merger control laws and (iiid) where the failure to obtain such consent, waiver, approval, authorization, order authorization or permitaction, or to make such declaration, filing, registrations filing or notification would not prevent or materially delay not, when taken together with all other such failures by Parent and Merger Sub, have nor reasonably be expected to have a material adverse effect on Merger Sub’s ability to consummate the consummation by the Company, the Equityholder Representative Merger and the Signing Stockholder of the transactions contemplated by Parent’s ability to perform its obligations under this Agreement and the Ancillary AgreementsAgreement.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person third party is required to be made or obtained by the Acquired Companies, the Equityholder Representative Parent or the Signing Stockholder Merger Sub in connection with the execution and delivery of this Agreement by the Company, the Equityholder Representative or the Signing Stockholdereach of Parent and Merger Sub, the performance by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of their its respective obligations hereunder, or the consummation by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of the transactions contemplated by this Agreement, except: except (i) the filing of the Certificate Articles of Merger pursuant to the DGCLOBCA; (ii) such filings as may be required applicable requirements, if any, under the HSR ActOBCA, federal or state securities or “blue sky” Laws; (iii) the approval of Parent’s banking syndicate; and (iiiiv) where the failure to obtain such consent, waiver, approval, authorization, order authorization or permitaction, or to make such declaration, filing, registrations filing or notification would not prevent not, when taken together with all other such failures by Parent and Merger Sub, have a material adverse effect on the ability of Parent or materially delay the consummation by the Company, the Equityholder Representative and the Signing Stockholder of Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

Consents, Approvals, Etc. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority Person or other Person third party is required to be made or obtained by the Acquired Companies, the Equityholder Representative Parent or the Signing Stockholder Merger Sub in connection with the execution and delivery of this Agreement by the Company, the Equityholder Representative or the Signing Stockholdereach of Parent and Merger Sub, the performance by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of their its respective obligations hereunder, or the consummation by the Company, the Equityholder Representative each of Parent and the Signing Stockholder Merger Sub of the transactions contemplated by this Agreement, except: except (i) the filing of the Certificate of Merger pursuant to the DGCL; , (ii) applicable requirements, if any, under the DGCL, federal or state securities or “blue sky” Law,(iii) such filings as may be required under the HSR Act; Act and (iiiiv) where the failure to obtain such consent, waiver, approval, authorization, order authorization or permitaction, or to make such declaration, filing, registrations filing or notification would not prevent not, when taken together with all other such failures by Parent and Merger Sub, reasonably be expected to have a material adverse effect on the ability of Parent or materially delay the consummation by the Company, the Equityholder Representative and the Signing Stockholder of Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.