Common use of Requisite Governmental Approvals Clause in Contracts

Requisite Governmental Approvals. No Governmental Authorization is required on the part of Parent or Merger Sub or any of their Subsidiaries (a) in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger, except for (i) the filing of the Certificate of Merger and related documentation 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; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust Laws; (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations the failure of which to obtain would not reasonably be expected to have a Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent of any Governmental Authorization Authority is required on the part of Parent or Parent, Merger Sub or any of their Subsidiaries Affiliates in connection with (a) in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the MergerMerger and the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger and related documentation 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; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations Consents the failure of which to obtain would not reasonably be expected not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to have a Parent Material Adverse Effectfully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authorization Authority is required on the part of Parent or Parent, Merger Sub or any of their Subsidiaries Affiliates (a) in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger, except for (i) the filing of the Certificate of Merger and related documentation 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; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations Consents the failure of which to obtain would not reasonably be expected not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to have a Parent Material Adverse Effectfully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authorization Authority is required on the part of Parent or Parent, Merger Sub or any of their Subsidiaries Affiliates (a) in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the MergerTransactions, except for (i) the filing of the Certificate of Merger and related documentation 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 is qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange ActAct (including the filing of the Offer Documents with the SEC); (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust LawsLaws set forth on Section 4.4 of the Parent Disclosure Letter; and (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations Consents the failure of which to obtain would not reasonably be expected not, individually or in the aggregate, prevent or materially delay the consummation of the Transactions or the ability of Parent and Merger Sub to have a Parent Material Adverse Effectperform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authorization Authority is required on the part of Parent or Parent, Merger Sub Sub, the Guarantors, the Equity Financing Sources, or any of their Subsidiaries (a) respective Affiliates, in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger, except for (i) the filing of the Certificate of Merger and related documentation 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 Acquired Companies are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; (iv) compliance with Section 203 any applicable requirements of the DGCL and any other similar applicable Takeover LawSpecified Foreign Direct Investment Laws; and (v) such other Governmental Authorizations Consents the failure of which to obtain would not reasonably be expected to have a Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent of any Governmental Authorization Authority is required on the part of Parent or Parent, Merger Sub or any of their Subsidiaries (a) Affiliates in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger, except for (i) the filing of the Certificate of Merger and related documentation 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; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust LawsLaws listed on Schedule 7.1(b) of the Company Disclosure Letter; and (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations Consents the failure of which to obtain would not reasonably be expected to have a Parent Material Adverse Effect.

Requisite Governmental Approvals. No Consent of any Governmental Authorization Authority is required on the part of Parent or Merger Parent, Acquisition Sub or any of their Subsidiaries (a) Affiliates in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub; (b) the performance by each of Parent and Merger Acquisition Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger, or any of the other transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger and related documentation 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; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, the DGCL and the applicable rules and regulations of the SEC and Nasdaq; (iii) compliance with any applicable requirements of the HSR Act Act; and any other applicable Antitrust Laws; (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Governmental Authorizations Consents the failure of which to obtain would not reasonably be expected to have a Parent Material Adverse Effect.

Requisite Governmental Approvals. No Governmental Authorization is required on the part of Parent or Parent, Merger Sub or any of their Subsidiaries Affiliates (a) in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the MergerMerger and the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger and related documentation 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 Parent and its Subsidiaries Merger Sub are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust Laws; (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover LawAct; and (viv) such other Governmental Authorizations the failure of which to obtain would not reasonably be expected not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to have a Parent Material Adverse Effectfully perform their respective covenants and obligations pursuant to this Agreement.