Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. The execution and delivery by Parent and Merger Sub of this Agreement does not, and the performance of this Agreement by Parent and Merger Sub will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (a) applicable requirements, if any, of (i) the Exchange Act, (ii) state securities or “blue sky” Laws, (iii) the DGCL and (iv) a national stock exchange, (b) those required by any Competition Laws and (c) the filing of customary applications and notices, as applicable with any Regulatory Authority, except where the failure to obtain such consents, approvals, orders, authorizations, permits, declarations, filings or notifications would not, individually or in the aggregate, prevent or materially delay the performance by either of Parent and Merger Sub of any of its obligations under this Agreement

Appears in 8 contracts

Samples: Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.)

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Required Filings and Consents. The Neither the execution and delivery by Parent and Merger Sub of this Agreement does not, and the performance of this Agreement by Parent and or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor the compliance by Parent or Merger Sub with any of the provisions hereof will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, with or notification to, any Governmental Entity, except (i) for (a) applicable requirements, if any, of (i) the Securities Act, the Exchange Act, Blue Sky Laws, any pre-merger notification requirements of the HSR Act, and the filing and recordation of appropriate merger or other documents as required by the DGCL and the IBCL, and (ii) state securities or “blue sky” Laws, (iii) the DGCL and (iv) a national stock exchange, (b) those required by any Competition Laws and (c) the filing of customary applications and notices, as applicable with any Regulatory Authority, except where the failure to obtain such consents, approvals, orders, authorizations, authorizations or permits, declarations, or to make such filings or notifications notifications, would notnot prevent or delay consummation of the Merger, or otherwise prevent or delay Parent or Merger Sub from performing its obligations under this Agreement, or is not reasonably likely to have, individually or in the aggregate, prevent or materially delay the performance by either of a Parent and Merger Sub of any of its obligations under this AgreementMaterial Adverse Effect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Crossmann Communities Inc), Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Crossmann Communities Inc)

Required Filings and Consents. The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement does do not, and the performance of this Agreement by Parent and Merger Sub will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (ai) applicable requirements, if any, of (iA) the Securities Act and the Exchange Act, including, without limitation, the filing with, and declaration of effectiveness by, the SEC of the Information Statement/Prospectus and the Other Filings, as applicable, (iiB) state securities or “blue sky” Lawslaws, (iiiC) the DGCL and (iv) a national stock exchangethe DLLC Act to file the Certificate of Merger or other appropriate documentation, (bD) those NASDAQ, and (E) the filings by Parent required by any Competition Laws applicable antitrust and competition laws, and (cii) the filing of customary applications and notices, as applicable with any Regulatory Authority, except where the failure to obtain such consents, approvals, orders, authorizationsauthorizations or permits of, permits, or declarations, registrations, filings with, or notifications to any Governmental Entity which have not and would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay the performance by either of Parent and Merger Sub of any of its obligations under this Agreementa Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Therapeutics Inc), Agreement and Plan of Merger (Micro Investment LLC)

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Required Filings and Consents. The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement does do not, and the performance of this Agreement by Parent and Merger Sub will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, with or notification to, any Governmental Entity, except (i) for (a) applicable requirements, if any, of state securities or Blue Sky Laws and filing and recordation of appropriate merger documents as required by the CBCA and the DGCL, (iii) the filing by Parent and the Company of the Transaction Disclosure Documents with the SEC in accordance with the Securities Act and the Exchange Act, (ii) state securities or “blue sky” Laws, (iii) the DGCL for applicable FCC Consents and Franchise Approvals, if any, and (iv) a national stock exchange, (b) those required by any Competition Laws and (c) the filing of customary applications and notices, as applicable with any Regulatory Authority, except where the failure to obtain such consents, approvals, orders, authorizations, authorizations or permits, declarations, or to make such filings or notifications notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either of Parent and or Merger Sub of any of its their respective obligations under this Agreement or the consummation of the Merger or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comcast Corp)

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