Common use of Required Governmental Approvals Clause in Contracts

Required Governmental Approvals. No consent, approval, registration, declaration, Order or authorization of, filing or registration with, or notification to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the Merger and other transactions contemplated hereby, except (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with any other Governmental Authorities to satisfy the applicable Laws of states and foreign jurisdictions in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (c) Consents required under, and compliance with any other applicable requirements of the HSR Act, (d) the post-closing notification requirements under the Foreign Exchange and Trade Law of Japan (gaikoku kawase boeki ho), and (e) such other Consents, the failure of which to obtain would not have, individually or in the aggregate, a Company Material Adverse Effect or the occurrence of a substantively equivalent condition with respect to the Surviving Corporation.

Required Governmental Approvals. No consent, approval, registration, declaration, Order or authorization of, filing or registration with, or notification to (any Consent of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company Parent, Acquisition Sub or any of its Subsidiaries their Affiliates in connection with the execution and delivery by the Company Parent and Acquisition Sub of this Agreement, the performance by the Company Parent and Acquisition Sub of its their respective covenants and obligations hereunder and the consummation by the Company Parent and Acquisition Sub of the Merger and other transactions contemplated hereby, except except: (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with any other Governmental Authorities to satisfy the applicable Laws of states and foreign jurisdictions in which the Company and its Subsidiaries are qualified to do business, ; (b) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, ; (c) Consents required under, and compliance with any other applicable requirements of the HSR Act, Act and (d) the post-closing notification requirements under the Foreign Exchange and Trade Law of Japan (gaikoku kawase boeki ho), and (e) such other Consents, the failure of which to obtain would not havenot, individually or in the aggregate, a Company Material Adverse Effect prevent the consummation by Parent or Acquisition Sub of the transactions contemplated hereby, or the occurrence performance by Parent or Acquisition Sub of a substantively equivalent condition with respect to the Surviving Corporationtheir respective covenants and obligations hereunder.

Required Governmental Approvals. No consent, approval, registration, declaration, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby, except (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with any other Governmental Authorities to satisfy the applicable Laws of states and foreign jurisdictions in which the Company and its Subsidiaries are qualified to do businessDelaware, (b) such filings and approvals as may be required by any federal or state securities Lawslaws, including compliance with AGREEMENT AND PLAN OF MERGER any applicable requirements of the Exchange Act, including the Schedule 14D-9 and, if required by applicable Law, the Proxy Statement, (c) Consents required under, and compliance with any other applicable requirements of the HSR ActAct and any applicable foreign Antitrust Laws, (d) the post-closing notification requirements any filings or notices required under the Foreign Exchange rules and Trade Law regulations of Japan (gaikoku kawase boeki ho), the NYSE and (e) such other Consents, the failure of which to obtain would not have, individually or in the aggregate, a Company Material Adverse Effect Effect, or impair in any material respect the occurrence ability of a substantively equivalent condition with respect the Company to perform its obligations hereunder or prevent or materially delay the Surviving Corporationconsummation by the Company of the transactions contemplated hereby.

Required Governmental Approvals. No consent, approval, registration, declaration, Order or authorization of, filing or registration with, or notification to (any Consent of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company Parent, Acquisition Sub or any of its Subsidiaries their Affiliates in connection with the execution and delivery by the Company Parent and Acquisition Sub of this Agreement, the performance by the Company Parent and Acquisition Sub of its their respective covenants and obligations hereunder and the consummation by the Company Parent and Acquisition Sub of the Merger and other transactions contemplated hereby, except (a) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and such filings with any other Governmental Authorities to satisfy the applicable Laws laws of states and foreign jurisdictions in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange Act, (c) Consents required under, and compliance with any other applicable requirements of the HSR Act, (d) the post-closing notification requirements under the Foreign Exchange Act and Trade Law of Japan (gaikoku kawase boeki ho)any applicable foreign Antitrust Laws, and (ed) such other Consents, the failure of which to obtain would not havenot, individually or in the aggregate, a Company Material Adverse Effect prevent or materially delay the consummation by Parent and Acquisition Sub of the transactions contemplated hereby or the occurrence performance by Parent and Acquisition Sub of a substantively equivalent condition with respect to the Surviving Corporationtheir respective covenants and obligations hereunder.

Required Governmental Approvals. No consent, approval, registration, declaration, Order or authorization of, filing or registration with, or notification to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the Merger and other transactions contemplated hereby, except (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with any other Governmental Authorities to satisfy the applicable Laws of states and foreign jurisdictions in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (c) Consents required under, and compliance with any other applicable requirements of the HSR Act, (d) the post-closing notification requirements under the Foreign Exchange if any, and Trade Law of Japan (gaikoku kawase boeki ho)any applicable foreign Antitrust Laws, and (ed) such other Consents, the failure of which to obtain would not have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the occurrence consummation by the Company of a substantively equivalent condition with respect to the Surviving Corporationtransactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder.

Required Governmental Approvals. No consent, approval, registration, declaration, Order or authorization of, filing or registration with, or notification to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the Merger and other transactions contemplated hereby, except (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with any other Governmental Authorities to satisfy the applicable Laws laws of states and foreign jurisdictions in which the Company and its Subsidiaries are qualified to do business, in each case, if applicable, (b) such filings and approvals as may be required by any federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange Act, (c) Consents required under, and compliance with any other applicable the requirements of the HSR ActAct and, based in part on information provided by Parent, the Antitrust Laws of the jurisdictions set forth in Section 4.5 of the Company Disclosure Letter, (d) the postITAR Pre-closing notification requirements under the Foreign Exchange and Trade Law of Japan Notification Requirement, (gaikoku kawase boeki ho), e) CFIUS Clearance and (ef) such other Consents, the failure of which to obtain would not have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the occurrence consummation by the Company of a substantively equivalent condition with respect to the Surviving Corporationtransactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder.

Required Governmental Approvals. No consent, approval, registration, declaration, Order or authorization of, filing or registration with, or notification to (any Consent of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company Parent, Acquisition Sub or any of its Subsidiaries their Affiliates in connection with the execution and delivery by the Company Parent and Acquisition Sub of this Agreement, the performance by the Company Parent and Acquisition Sub of its their respective covenants and obligations hereunder and the consummation by the Company Parent and Acquisition Sub of the Merger and other transactions contemplated hereby, except except: (a) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with any other Governmental Authorities to satisfy the applicable Laws of states and foreign jurisdictions in which the Company and its Subsidiaries are qualified to do business, ; (b) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, ; (c) Consents required under, and compliance with any other applicable requirements of the HSR Act, Act and (d) the post-closing notification requirements under the Foreign Exchange and Trade Law of Japan (gaikoku kawase boeki ho), and (e) such other Consents, the failure of which to obtain would not havenot, individually or in the aggregate, a Company Material Adverse Effect prevent or materially delay the consummation by Parent or Acquisition Sub of the transactions contemplated hereby or the occurrence performance by Parent or Acquisition Sub of a substantively equivalent condition with respect to the Surviving Corporationtheir respective covenants and obligations hereunder.