Common use of Governmental Consents; No Violation Clause in Contracts

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL and the DLLCA, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq and the Parent Stock Exchange, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent and each of the Merger Subs of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Pharmacyclics Inc), Agreement and Plan of Reorganization (AbbVie Inc.)

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Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the provisions of the DGCL and the DLLCA, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq and the Parent Stock ExchangeNasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessarynecessary or required, under applicable Law, for the consummation by Parent and each of the Merger Subs Company of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the provisions of the DGCL and the DLLCA, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq and the Parent Stock Exchange, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent and each of the Merger Subs Company of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (AbbVie Inc.), Agreement and Plan of Reorganization (Pharmacyclics Inc)

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL and filing of the DLLCACertificate of Merger as required by the DGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR ActAct and any other applicable Antitrust Laws, and (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq and the Parent Stock ExchangeNASDAQ, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent and each of the Merger Subs Company of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kindred Biosciences, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL and the DLLCADGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq NASDAQ and the Parent Stock Exchange, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent and each of the Merger Subs Acquisition Sub of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)

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Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL and filing of the DLLCACertificate of Merger as required by the DGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR ActAct and any other applicable Antitrust Laws, and (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq and the Parent Stock ExchangeNASDAQ, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent and each of the Merger Subs Sub of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kindred Biosciences, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL and the DLLCADGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq and the Parent Stock ExchangeNasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessarynecessary or required, under applicable Law, for the consummation by Parent and each of the Merger Subs Purchaser of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (Homeaway Inc)

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL and provisions of the DLLCADGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq NASDAQ and the Parent Stock Exchange, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent and each of the Merger Subs Company of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not have or reasonably be expected to (x) have, individually or in the aggregate, a Parent Company Material Adverse Effect, or (y) prevent or materially delay the Company from consummating the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)

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