Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser the consummation by Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 of the Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of the New York Stock Exchange and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser Merger Sub, the consummation by Parent and the Purchaser Merger Sub of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate Agreement of Merger as required by the DGCLCGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 3.5 of the Parent Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Purchaser Merger Sub in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of NASDAQ, (h) consents required pursuant to the New York Stock Exchange Debt Financing, and (hi) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser Merger Sub, the consummation by Parent and Merger Sub of the Purchaser of Offer, the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 5.4 of the Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Purchaser Merger Sub in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser Company, the consummation by Parent and the Purchaser Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 3.5 of the Parent Company Disclosure Schedule, (cd) compliance with the applicable requirements of the Exchange Act, (de) compliance with the applicable requirements of the Securities Act, (ef) compliance with any applicable foreign or state securities or Blue Sky Laws, (fg) filings with the SEC as may be required by Parent or the Purchaser Company in connection with this Agreement and the transactions contemplated hereby, (gh) such filings as may be required under the rules and regulations of the New York Stock Exchange Nasdaq and (hi) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser Merger Sub, the consummation by Parent and the Purchaser Merger Sub of the Merger or any other transaction contemplated by this Agreementagreement, or compliance by Parent or the Purchaser Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws Competition Laws of the jurisdictions set forth in on Section 4.3 3.5 of the Parent Company Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Purchaser Merger Sub in connection with this Agreement and the transactions contemplated hereby, hereby and (g) such filings as may be required under the rules and regulations of the New York Stock Exchange and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, Entity would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser the consummation by Parent and the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 of the Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of the New York Stock Exchange Nasdaq and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. No consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, is required with respect to Parent and the Purchaser’ entering into the Note or the consummation of the transactions contemplated thereby.

Required Filings and Consents. None of No waiver, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Allex Xxxtems or ASG Sub in connection with the execution, execution and delivery or performance of this Agreement by Parent and the Purchaser or the consummation by Parent and Allex Xxxtems or ASG Sub, as the Purchaser case may be, of any of the Merger or any other transaction transactions contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require except for (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (ai) the filing of a pre-merger notification and recordation of report form under the Certificate of Merger as required by the DGCLHSR Act, (bii) compliance the filing with any applicable requirements of the HSR Act SEC and the other applicable foreign or supranational antitrust National Association of Securities Dealers, Inc. of (A) the Offer Documents and competition laws set forth in Section 4.3 of the Parent Disclosure Schedule(B) such reports under Sections 13(a), (c13(d) compliance with the applicable requirements and 16(a) of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC Act as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated herebyby this Agreement, (giii) such filings as may be required under by any applicable "blue sky" laws, (iv) the rules and regulations filing of the New York Stock Exchange Certificate of Merger or an agreement of merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Viasoft is qualified to do business and (hv) where the failure to obtain such other waivers, consents, approvals, authorizations or permits oforders, or to make such filingsauthorizations, registrations with or notifications to any Governmental Entityregistrations, declarations and filings as would not individually or in the aggregate, would not reasonably be expected to aggregate (A) have a Parent Material Adverse Effectmaterial adverse effect on Allex Xxxtems and its Subsidiaries, taken as a whole, (B) impair the ability of Allex Xxxtems and ASG Sub to perform their respective obligations under this Agreement or (C) prevent the consummation of any of the transactions contemplated by this Agreement.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent Motor, ParentCo and the Purchaser Merger Subs, the consummation by Parent Motor, ParentCo and the Purchaser Merger Subs of the Merger or any other transaction contemplated by this AgreementTransactions to which they are a party, as applicable, or compliance by Parent Motor, ParentCo or the Purchaser Merger Subs with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) (i) the execution and filing and recordation of the Certificate of Reincorporation Merger as required by with the DGCLNYDoS in accordance with the NYBCL and (ii) the execution and filing of the Certificate of Combination Merger with the DSS in accordance with the DLLCA, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 of the Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (dc) compliance with the applicable requirements of the Securities Act, (ed) compliance with any applicable foreign or state securities securities, “blue sky” or Blue Sky Lawstakeover law, (fe) filings with the SEC as may be required by Parent Motor, ParentCo or the Purchaser Merger Subs in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of the New York Stock Exchange Transactions and (hf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, Entity would not reasonably be expected to have a Parent Motor Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser Merger Sub, the consummation by Parent and the Purchaser Merger Sub of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization authorization, confirmation, clearance or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 of the Parent Disclosure ScheduleCompetition Laws, (c) compliance with the applicable requirements of the Exchange Act, (d) any application, filing, notice, report, registration, approval, permit, authorization, confirmation, clearance, consent or submission required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice or policy of the FAA, the DOT, the FCC and the DHS, including the TSA, (e) compliance with the applicable requirements of the Securities Act, (ef) compliance with any applicable foreign or state securities or Blue Sky Laws, (fg) filings with the SEC as may be required by Parent or the Purchaser Merger Sub in connection with this Agreement and the transactions contemplated hereby, (gh) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE and NASDAQ and (hi) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, Entity would not reasonably be expected to have a Parent Material Adverse Effect.. 4.5

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser Merger Sub, the consummation by Parent and the Purchaser Merger Sub of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 4.4 of the Parent Disclosure Schedule, (c) compliance with the applicable requirements of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Purchaser Merger Sub in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the Purchaser Merger Sub, the consummation by Parent and Merger Sub of the Purchaser of Offer, the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.3 5.4 of the Parent Disclosure Schedule, (c) compliance with the applicable 41 requirements of the Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Purchaser Merger Sub in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.