Common use of Required Governmental Approvals Clause in Contracts

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Acquisition Sub of the 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 Governmental Authorities to satisfy the applicable laws of states 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) filings under the HSR Act and the expiration of the applicable waiting period, and (d) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent or Acquisition Sub of the transactions contemplated hereby or the performance by Parent or Acquisition Sub of their respective covenants and obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BigBand Networks, Inc.)

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Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Acquisition Sub of this AgreementAgreement and the CVR Agreement (if applicable), the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyhereby and thereby, except (a) the filing and recordation of the Certificate of the Merger with the Secretary of State of the State of Delaware Delaware, and such filings with Governmental Authorities to satisfy the applicable laws Laws of states 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, including the Schedule TO and the Offer Documents, (c) filings under Consents required under, and compliance with any other applicable requirements of the HSR Act and the expiration of the any applicable waiting periodforeign Antitrust Laws, and (d) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent or and Acquisition Sub of the transactions contemplated hereby and thereby or the performance by Parent or and Acquisition Sub of their respective covenants and obligations hereunderhereunder and thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.)

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Acquisition Merger Sub or any of their Affiliates in connection with the execution and delivery by Parent and Acquisition Merger Sub of this Agreement, the performance by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder and the consummation by Parent and Acquisition Merger Sub of the transactions contemplated hereby, except (a) the filing and recordation registration of the Certificate Plan of Merger with the Secretary Registrar of State Companies and the publication of notice of the State of Delaware Merger in the Cayman Islands Government Gazette, and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (b) such filings and approvals as may be required by any United States federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, and the filing of the Proxy Statement and the Schedule 13E-3, (c) filings under the HSR Act and the expiration of the applicable waiting period, Parent Required Approvals and (d) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent or Acquisition and Merger Sub of the transactions contemplated hereby or the performance by Parent or Acquisition and Merger Sub of their respective covenants and obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trina Solar LTD)

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, including the Financing, 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 Governmental Authorities to satisfy the applicable laws Laws of states 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) filings under Consents required under, and compliance with any other applicable requirements of the HSR Act Act, if any, and the expiration of the any applicable waiting periodforeign Antitrust Laws, and (d) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent or Acquisition Sub of the transactions contemplated hereby hereby, including the Financing, or the performance by Parent or Acquisition Sub of their respective covenants and obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E2open Inc)

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Acquisition Sub of this Agreement, the Support Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyhereby and thereby, except (a) the filing and recordation of the Certificate of the Merger with the Secretary of State of the State of Delaware Delaware, and such filings with Governmental Authorities to satisfy the applicable laws Laws of states 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, including the Schedule TO, the Offer Documents and, if required by applicable Law, the Proxy Statement, (c) filings Consents required under the HSR Act and the expiration of the any applicable waiting periodAntitrust Laws, and (d) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent or and Acquisition Sub of the transactions contemplated hereby or the performance by Parent or and Acquisition Sub of their respective covenants and obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Midas Inc)

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Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, 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 Governmental Authorities to satisfy the applicable laws Laws of states 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) filings under Consents required under, and compliance with any other applicable requirements of the HSR Act and the expiration of the applicable waiting periodAct, (d) filings with CFIUS related to obtaining CFIUS Clearance, and (de) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent or Acquisition Sub of the transactions contemplated hereby or the performance by Parent or Acquisition Sub of their respective covenants and obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mattersight Corp)

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Acquisition Merger Sub or any of their Affiliates in connection with the execution and delivery by Parent and Acquisition Merger Sub of this Agreement, the performance by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder and the consummation by Parent and Acquisition Merger Sub of the transactions contemplated hereby, except (a) the filing and recordation registration of the Certificate Plan of Merger with the Secretary Registrar of State Companies and the publication of notice of the State of Delaware Merger in the Cayman Islands Government Gazette, and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company Parent and its Subsidiaries Merger Sub are qualified to do business, (b) such filings and approvals as may be required by any United States federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (c) filings under the HSR Act and the expiration filing of the applicable waiting periodProxy Statement and the Schedule 13E-3, and (dc) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent or Acquisition and Merger Sub of the transactions contemplated hereby or the performance by Parent or Acquisition and Merger Sub of their respective covenants and obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vimicro International CORP)

Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Acquisition Sub or any of their Affiliates in connection with the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, 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 Governmental Authorities to satisfy the applicable laws Laws of states 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) filings under Consents required under, and compliance with any other applicable requirements of the HSR Act and the expiration of the any applicable waiting periodforeign Antitrust Laws, and (d) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation by Parent or Acquisition Sub of the transactions contemplated hereby or the performance by Parent or Acquisition Sub of their respective covenants and obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jive Software, Inc.)

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