Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.2, (B) under the HSR Act and the Exchange Act, (C) to comply with state securities or "blue sky" laws, and (D) required to be made with the NASD, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any Government Consents required to be obtained by Parent or Merger Sub from, any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent and Merger Sub, the Offer and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.2, (B) 1.3 and under the HSR Act and the Exchange Act, (C) to comply with state securities the Foreign Antitrust Laws and any other applicable antitrust or "blue sky" merger control laws, and (D) required to be made with the NASD, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any Government Consents consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub, the Offer Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.21.1, (B) under the HSR Act and the Exchange Act, (C) to comply with state securities or "blue sky" laws, and (D) required to be made with the NASD, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any Government Consents required to be obtained by Parent or Merger Sub from, any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent and Merger Sub, the Offer and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings and/or notices (A) the filing of the Certificate of Merger pursuant to Section 1.2, 1.3 and (B) under the filing of a notification and report form pursuant to the HSR Act and the Exchange Act, (Cclauses (A) to comply with state securities or "blue sky" laws, and (D) required to be made with B), collectively, the NASD“Parent Approvals”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any Government Consents consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub, the Offer Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent or Merger Sub to consummate the transactions contemplated by this AgreementMerger and the other Transactions.

Governmental Filings; No Violations. (ia) Other than the filings and/or notices Filings (Ai) pursuant to Section 1.2the MBCA, (B) under DGCL, HSR Act, the HSR Exchange Act and the Exchange Securities Act, (C) to comply with state securities or "blue sky" laws, and (Dii) required to be made with the NASDNYSE, (iii) pursuant to federal and state securities, takeover and “blue sky” Laws and (iv) included in Section 4.5(a) of the Company Disclosure Letter as Approvals, no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made or obtained by Parent or Merger Sub with, nor are any Government Consents required to be obtained by Parent or Merger Sub with or from, any Governmental Entity, in connection with the execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub, the Offer Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, Transactions except those that the failure to make or obtain are as would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect prevent or prevent, materially delay or materially impair the ability consummation of the Parent or Merger Sub to consummate the transactions contemplated by this AgreementTransactions.

Governmental Filings; No Violations. (i) Other than (A) the filings and/or notices pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the HSR Act (clauses (A) pursuant to Section 1.2, and (B) under ), collectively, the HSR Act and the Exchange Act, (C) to comply with state securities or "blue sky" laws, and (D) required to be made with the NASD“Parent Approvals”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any Government Consents consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub, the Offer Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect prevent or prevent, materially delay or materially impair the ability of the Parent or Merger Sub to consummate the transactions contemplated by this AgreementMerger and the other Transactions.