Common use of Necessary Consents Clause in Contracts

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (vii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing issuance of the First Certificate of Merger by the Companies Registrar and appropriate documents, as required by applicable Legal Requirements, with the Secretary relevant authorities of State of other jurisdictions in which the State of DelawareCompany and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus filings with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing receipt of such reportsconsents, schedules or materials under Section 13 or Rule 14a-12 under waivers, approvals, orders, authorizations, registrations, declarations and the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act making of filings as may be required in connection with this Agreement and the transactions contemplated hereby and therebyunder any foreign merger control regulations, if applicable, as reasonably determined Parent, (iv) filings with, and notifications to be made to, the NASDAQ Stock Market (“NASDAQ”), (v) filings with the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade & Labor (“OCS”) with respect to the change of ownership of the Company to be effected by the Merger (the “OCS Filing”), (vi) filings with, and approval by, the Investment Center of the Israeli Ministry of Industry, Trade & Labor (“Investment Center”) of the change in ownership of the Company to be effected by the Merger (“Investment Center Approval”), and (vii) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities which if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain made would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on Parent be material to the Company and its SubsidiariesSubsidiary, taken as a whole, or Parent and its Subsidiaries taken as a whole, or materially and adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (vii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”” In connection with the transactions contemplated by this Agreement, including the Merger, the parties hereto shall not be required to file Notification and Report Forms with FTC and the Antitrust Division of the DOJ required by the HSR Act, and shall not be required to wait for the expiration or termination of the applicable waiting period under the HSR Act in order to consummate the Merger.

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental entity or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental function (a “Governmental Entity Entity”) is required to be obtained or made by Parent Company in connection with the execution, delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.17) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement (as defined in Section 2.17) in accordance with the Securities ActAct (as defined in Section 2.4(a) , (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) the consents listed on Section 2.3(c) of the Company Disclosure Schedule, (vii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (viiviii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent Company and its Subsidiaries, taken as a whole. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (vii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitral body, administrative agency or commission or other Governmental Entity or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-Governmental Entity (a “Governmental Entity”) is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC United States Securities and Exchange Commission (the “SEC”) in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement in accordance with the Securities Actrules and regulations promulgated thereunder, (iii) the filing of such reportsthe Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended (“HSR Act”) and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consentswaivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaqany competent merger control authority or the expiration of any applicable waiting period and the absence of an order by any competent authority or court preliminarily or permanently prohibiting the transaction pursuant to any applicable mandatory competition laws of any country, (iv) approval of the Company’s stockholders as contemplated in Section 5.2, (v) such other filings and notifications as may be required to be made by the Company under federal, state or foreign securities laws or the rules and regulations of the Nasdaq Global Market and (vi) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities which if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain made would not, individually or in the aggregate, reasonably be expected to materially affect the ability of any of the parties hereto to consummate the Merger as contemplated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing or to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a wholethe Company. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viivi) above are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) is required to be obtained or made by Parent Nova in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate Certificates of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Nova and/or Saturn are qualified to do business, (ii) the filing of the Prospectus/Proxy Statement/Prospectus Statement (as defined in Section 2.17) with the SEC in accordance with the Securities Exchange Act EXECUTION COPY of 1934, as amended (the “Exchange Act, ”) and the effectiveness of the Registration Statement (as defined in accordance with the Securities ActSection 2.17), (iii) the filing of such reportsconsents, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act approvals, orders, authorizations, registrations, declarations and materials under Rule 165 and Rule 145 under the Securities Act filings as may be required in connection with this Agreement under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the transactions contemplated hereby and therebyany foreign antitrust laws, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actapplicable federal, foreign and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities (or “blue sky” laws and the securities laws of any foreign countryrelated) laws, and (viiv) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect which if not obtained or made would not materially adversely affect Nova or Saturn or the ability of the parties hereto to any Governmental Entity consummate the failure of Merger within the time frame in which to obtain the Merger would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a wholeorder, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents, as required by applicable Legal Requirements, with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC in accordance with the Exchange Act, Act and the effectiveness of the Registration Statement in accordance such other filings with the Securities ActGovernmental Entities as may be required by any federal or state securities laws, (iii) the filing of such reports, schedules the Notification and Report Forms with FTC and the Antitrust Division of the DOJ required by the HSR Act and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations, if applicable, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consentswaivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any required foreign countrymerger control regulations, if applicable, as reasonably determined Parent, and (viiiv) such other consents, clearances, authorizations, filingswaivers, approvals, orders, authorizations, registrations, declarations and registrations with respect to any Governmental Entity the failure of filings which to obtain if not obtained or made would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect on Parent and its Subsidiaries, taken as a wholethe Company. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitral body, administrative agency or commission or other governmental authority or instrumentality or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Offer and the Merger and other transactions contemplated herebyhereby and thereby, except for: for (ia) applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including the filing of the First Certificate Information Statement or Proxy Statement), and state securities, takeover and “blue sky” laws, (b) the applicable requirements of Merger the rules and regulations of Nasdaq, (c) the filing with the Secretary of State of the State of DelawareDelaware of the Certificate of Merger as required by the DGCL, (iid) the filing of the Proxy Statement/Prospectus Notification and Report Forms with the SEC in accordance with the Exchange Act, United States Federal Trade Commission (“FTC”) and the effectiveness Antitrust Division of the Registration Statement in accordance with United States Department of Justice (“DOJ”) required by the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act, (iii”) and the filing expiration or termination of such reports, schedules or materials under Section 13 or Rule 14a-12 the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations, and the comparable antitrust or competition laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign countryForeign Antitrust Laws”), and (viie) any such other consentsconsent, clearancesapproval, authorizationsauthorization, filingspermit, approvalsaction, orders, declarations and registrations with respect to any Governmental Entity filing or notification the failure of which to make or obtain would notnot constitute, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a wholeEffect. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (ia) through (viie) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Company Merger and other transactions contemplated herebyhereby and thereby, except for: (i) the filing of the First Parent Certificate of Merger with the Secretary of State of the State of Delaware, Delaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business; (ii) the filing of the Company Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business; (iii) the approval and adoption of this Agreement and the Company Merger by the requisite vote under applicable Legal Requirements by the stockholders of the Company; and (iv) the approval and adoption of this Agreement and the Parent Merger approval of the issuance of Parent Common Stock in connection with the Company Merger by the requisite vote under applicable Legal Requirements, by the stockholders of Parent; (v) the filing of the Prospectus/Proxy Statement/Prospectus Statement (as defined in Section 2.16) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) and the effectiveness of the Registration Statement (as defined in accordance with the Securities Act, (iiiSection 2.16) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, effectiveness of the Source Registration Statement (ivas defined in Section 5.1(b)); (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, and ”); (vii) the comparable laws consents listed on Section 2.3(c) of any foreign country reasonably determined by the parties to be required, Company Disclosure Letter; (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (viviii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country; (ix) those consents, approvals, orders, authorizations, registrations, declarations or filings that have already been made or obtained; and (viix) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect which if not obtained or made would not be material to any Governmental Entity the failure Company or Parent or materially adversely affect the ability of the parties hereto to consummate the Company Merger within the time frame in which to obtain the Company Merger would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a wholeorder, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiviii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental entity or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental function (a “Governmental Entity Entity”) is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.17) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement (as defined in accordance with the Securities ActSection 2.17), (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (iv) the comparable laws consents listed on Section 2.3(c) of any foreign country reasonably determined by the parties to be requiredCompany Disclosure Letter, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (viivi) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a wholethe Company. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity Entity, is required to be made or obtained or made by Parent or Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First by Parent and Merger and other transactions contemplated herebySub, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or Parent are qualified to do business, (ii) the filing and effectiveness of the Proxy Statement/Prospectus Registration Statement with the SEC in accordance with the requirements of the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Actrules and regulations promulgated thereunder, (iii) the filing of such reports, schedules the Notification and Report Forms with the FTC and the Antitrust Division of the United States DOJ required by the HSR Act and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations, (iv) such other filings and the comparable laws of any foreign country reasonably determined by the parties notifications as may be required to be requiredmade by Parent under federal, state or foreign securities laws or the rules and regulations of the New York Stock Exchange and (v) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaqwhich, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain made would not, individually or in the aggregate, reasonably be expected to materially affect the ability of Parent and Merger Sub to consummate the Merger or have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (vii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary ConsentsParent.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate Articles of Merger with the Secretary of State of the State of DelawareWashington and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) the filing and effectiveness of the Registration Statement with the SEC in accordance with the Exchange ActSecurities Act of 1933, and as amended (the effectiveness of the Registration Statement in accordance with the “Securities Act”), (iiiiv) the filing of such reportsthe Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended (“HSR Act”) and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations identified in Section 3.3(c) of the Company Disclosure Letter, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which if not obtained or made would not be material to the Company and its Subsidiaries taken as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities a whole or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, Subsidiaries taken as a wholewhole or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a ”Governmental Entity Entity”) is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement by the Company or the consummation of the First Merger by the Company and other transactions contemplated herebyhereby (including, without limitation, the actions required by Section 5.13) and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement with the United States Securities and Exchange Commission (the “SEC”) in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (iii) the filing of such reportsthe Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended (“HSR Act”) and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations identified in Section 2.3(d) of the Company Disclosure Schedule, and (iv) approval of the comparable laws of any foreign country reasonably determined by the parties to be requiredCompany’s stockholders as contemplated in Section 5.2, (v) such other filings and notifications as may be required to be made by the Company under federal, state or foreign securities laws or the rules and regulations of the Nasdaq National Market and (vi) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaqwhich, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain made would not, individually or in the aggregate, reasonably be expected to materially affect the ability of the Company to consummate the Merger or have a Material Adverse Effect on Parent and its Subsidiaries, taken as a wholethe Company. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitral entity, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a “Governmental Entity Entity”) is required to be obtained or made by Parent the Company in connection with the execution, performance and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and its Subsidiaries and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, and the comparable laws of ”) or any foreign country reasonably determined by the parties to be requiredlaws regulating competition, antitrust, investment or exchange controls, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (viiii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, (iv) the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement (as defined in Section 5.1) and such reports under the Securities and Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, and (viiv) such other any consents, clearances, authorizations, filings, approvals, orders, declarations authorizations, registration, declaration or filing as may be required by the rules and registrations with respect to any Governmental Entity the failure regulations of which to obtain would notThe New York Stock Exchange, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole. Inc. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through and (viiii) are referred to collectively herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body legitimately exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate Plan of Merger with the Secretary of State of the State of DelawareOregon and of the State of California and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act"), (iii) the filing of such reportsany Notification and Report Forms with the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") if required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended ("HSR Act") and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period, if any, under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations identified in Section 2.3(c) of the Company Disclosure Letter, and the comparable laws of any foreign country reasonably determined by the parties to be required, (viv) such other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities which if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent HoldCo, the Company or Parent, or materially adversely affect the ability of the parties hereto to consummate the Merger and its Subsidiariesthe other transactions contemplated hereby within the time frame in which the Merger and such other transactions would otherwise be consummated in the absence of the need for such consent, taken as a wholenotice, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “"Necessary Consents.”"

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or the Parent are qualified to do business; (ii) the filing of (A) the Proxy Statement/Prospectus Proxy/ Information Statement with the SEC in accordance with Exchange Act, if approval of the Company's stockholders is required by the DGCL and (B) the filing of the Schedule TO with the SEC in accordance with the Exchange Act, and (C) the effectiveness filing of the Registration Statement Schedule 14D-9 with the SEC in accordance with the Securities Exchange Act, ; (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, including the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the comparable competition laws of any foreign country reasonably determined by Germany, the parties Exon-Xxxxxx Amendment to be required, Section 721 of the Defense Production Act of 1950 (the "Defense Production Act") and NASDAQ; (iv) the consents listed on Section 3.3(c) of the Company Disclosure Schedule; (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “"blue sky” " laws and the securities laws of any foreign countrycountry except where the failure to obtain such consent, approval, order, authorization, registration or declaration and filings would reasonably be expected not to have a Material Adverse Effect; and (viivi) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect which if not obtained or made would materially affect the Company or the Parent or materially adversely affect the ability of the parties hereto to any Governmental Entity consummate the failure of Merger within the time frame in which to obtain the Merger would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a wholeorder, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viivi) are referred to herein as the “Parent "Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents".”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Authority”) or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC in accordance with the Securities Exchange Act or 1934, as amended (the “Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act”), (iii) the filing and effectiveness of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under Registration Statement with the SEC in accordance with the Securities Act of 1933, as may be required in connection with this Agreement and amended (the transactions contemplated hereby and thereby“Securities Act”), (iv) the filing of the Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”) and the expiration or termination of the applicable waiting period under the HSR Act and such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, and foreign merger control regulations identified in Section 4.3(c) of the comparable laws of any foreign country reasonably determined by the parties to be requiredParent Disclosure Letter, (v) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which if not obtained or made would not be material to the Company and its Subsidiaries taken as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities a whole or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, Subsidiaries taken as a wholewhole or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) above are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to collectively as the “Necessary Governmental Consents.”” Section 3.3(c)(i) and 3.3(c)(ii) of the Company Disclosure Letter provides a list of all Persons, other than Governmental Authorities, whose consent is required to be obtained by the Company in connection with the execution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated hereby and thereby, including all consents with respect to Material Contracts.

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY") is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Prospectus/Proxy Statement/Prospectus Statement (as defined in Section 2.16) with the SEC in accordance with the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT") and the effectiveness of the Registration Statement (as defined in accordance with the Securities ActSection 2.16), (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actapplicable federal, foreign and state securities (or related) laws and the comparable laws Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any foreign country reasonably determined by 1976, as amended (the parties to be required"HSR ACT"), (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (viiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “"blue sky” " laws and the securities laws of any foreign country, and (viiv) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect which if not obtained or made would not be material to any Governmental Entity the failure Company or Parent or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which to obtain the Merger would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a wholeorder, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents"NECESSARY CONSENTS.”"

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity Entity”) is required to be obtained or made by Parent the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Merger Sub are qualified to do business set forth in Section 2.3(d)(i) of the Company Disclosure Letter, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be with a Governmental Entity required under applicable federal, foreign and state securities (or related) laws set forth in Section 2.3(d)(ii) of the Company Disclosure Letter and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, ”) and satisfaction of such other requirements of comparable Legal Requirements of foreign jurisdictions set forth in Section 2.3(d)(ii) of the comparable laws of any foreign country reasonably determined by the parties to be requiredCompany Disclosure Letter, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (viiii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign countrycountry set forth in Section 2.3(d)(iii) of the Company Disclosure Letter, and (viiiv) such other the consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect to any a Governmental Entity set forth in Section 2.3(d)(iv) of the failure of Company Disclosure Letter and (v) such consents, authorizations, filings, approvals and registrations with a Governmental Entity, which to obtain if not obtained or made would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a wholethe Company. The consents, approvals, orders, authorizations, registrations, declarations and filings with a Governmental Entity set forth in (i) through (vii) v), inclusive, are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC in accordance with Securities and Exchange Commission (the Exchange Act, and the effectiveness of the Registration Statement “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) the filing of such reportsthe Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended (“HSR Act”) and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations identified in Section 2.3(c) of the Company Disclosure Letter, and the comparable laws of any foreign country reasonably determined by the parties to be required, (viv) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which if not obtained or made would not be material to the Company and its Subsidiaries taken as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities a whole or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, Subsidiaries taken as a wholewhole or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent LTX in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaqthe consents listed on Section 3.3(c) of the LTX Disclosure Schedule, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent LTX and its Subsidiaries, taken as a whole. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viivi) are referred to herein as the “Parent LTX Necessary Consents” and together with the Company Credence Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or any other Person is required to be obtained or made by Parent either Globe or Acquiror in connection with the execution, delivery and performance of this Agreement or the consummation of the First Merger Acquisition, and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (ivii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, Act and the comparable laws Antitrust Laws of the jurisdictions set forth in Section 6.1(e) of the Company Disclosure Schedule, (iii) (A) the submission of a joint voluntary notice of the Acquisition and other transactions contemplated by this Agreement to CFIUS and any foreign country reasonably determined by requested supplemental information pursuant to FINSA and (B) the parties CFIUS Approval, (iv) the approval of the SIC of the conditions to be requiredthe Offer as set forth in ANNEX II, (v) the approval of each of the Investment Committee of the Ministry of the Economic Affairs of the Republic of China and the Central Bank of the Republic of China (collectively, the “ROC Approvals”) and (vi) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, not would not be reasonably be expected to have a an Acquiror Material Adverse Effect on Parent and its Subsidiaries, taken as a wholeEffect. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in clauses (i) through (viiv) above are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Acquiror Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or the Parent are qualified to do business; (ii) the filing of (A) the Proxy StatementProxy/Prospectus Information Statement with the SEC in accordance with Exchange Act, if approval of the Company’s stockholders is required by the DGCL and (B) the filing of the Schedule TO with the SEC in accordance with the Exchange Act, and (C) the effectiveness filing of the Registration Statement Schedule 14D-9 with the SEC in accordance with the Securities Exchange Act, ; (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, including the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the comparable competition laws of any foreign country reasonably determined by Germany, the parties Exon-Fxxxxx Amendment to be required, Section 721 of the Defense Production Act of 1950 (the “Defense Production Act”) and NASDAQ; (iv) the consents listed on Section 3.3(c) of the Company Disclosure Schedule; (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign countrycountry except where the failure to obtain such consent, approval, order, authorization, registration or declaration and filings would reasonably be expected not to have a Material Adverse Effect; and (viivi) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect which if not obtained or made would materially affect the Company or the Parent or materially adversely affect the ability of the parties hereto to any Governmental Entity consummate the failure of Merger within the time frame in which to obtain the Merger would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a wholeorder, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viivi) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents”.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent NIMS in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger Exchange and other transactions contemplated hereby, except for: (i) the filing by NIMS of the First Certificate of Merger Information Statement with the SEC, the Charter Amendment and the Series A-1 Preferred Designation with the Secretary of State of Florida and the State Change of DelawareControl Notice with the Division of Banking, and appropriate documents with the relevant authorities of other states in which NIMS or its Subsidiaries are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or other) Legal Requirements, including, but not limited to, the HSR Act, and approval of the comparable laws Change of any foreign country reasonably determined Control Notice by the parties Division of Banking pursuant to be requiredSouth Dakota law, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (viiii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (viiiv) such other consents, clearancesauthorizations, filings, approvals and registrations set forth in Section 4.03(c) of the NIMS Disclosure Letter and (v) such consents, authorizations, filings, approvalsapprovals and registrations, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain if not obtained or made would notnot be material, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent NIMS and its Subsidiaries, taken as a whole. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through and (viiii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “NIMS Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitral body, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a ”Governmental Entity Entity”) is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement by the Company or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC United States Securities and Exchange Commission (the “SEC”) in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement in accordance with the Securities Actrules and regulations promulgated thereunder, (iii) the filing of such reportsthe Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended (“HSR Act”) and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations identified in Section 2.3(c) of the Company Disclosure Letter, and the comparable laws of any foreign country reasonably determined by the parties to be required, (viv) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities which if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain made would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on whole, or to Parent and its Subsidiaries, taken as a wholewhole or would reasonably be expected to materially and adversely affect the ability of the parties hereto to consummate the Merger within the time frame contemplated by this Agreement. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitral body, administrative agency or commission or other governmental authority or instrumentality or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC United States Securities and Exchange Commission (the “SEC”) in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement in accordance with the Securities Actrules and regulations promulgated thereunder, (iii) the filing of such reportsthe Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended (“HSR Act”), and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations identified in Section 2.3(c) of the Company Disclosure Schedule, and (iv) approval of the comparable laws of any foreign country reasonably determined by the parties to be requiredCompany’s stockholders as contemplated in Section 5.2, (v) such other filings and notifications as may be required to be made by the Company under federal, state or foreign securities Laws or the rules and regulations of the Nasdaq Stock Market and (vi) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities which if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent be material to the Company and its Subsidiaries, Subsidiaries taken as a whole, or to materially and adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viivi) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) is required to be obtained or made by Parent Nova in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate Certificates of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Nova and/or Saturn are qualified to do business, (ii) the filing of the Prospectus/Proxy Statement/Prospectus Statement (as defined in Section 2.17) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) and the effectiveness of the Registration Statement (as defined in accordance with the Securities ActSection 2.17), (iii) the filing of such reportsconsents, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act approvals, orders, authorizations, registrations, declarations and materials under Rule 165 and Rule 145 under the Securities Act filings as may be required in connection with this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the transactions contemplated hereby and therebyany foreign antitrust laws, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actapplicable federal, foreign and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities (or “blue sky” laws and the securities laws of any foreign countryrelated) laws, and (viiv) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect which if not obtained or made would not materially adversely affect Nova or Saturn or the ability of the parties hereto to any Governmental Entity consummate the failure of Merger within the time frame in which to obtain the Merger would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a wholeorder, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent Verigy or Holdco in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Holdco LTX-Credence Merger or the LTD LTX-Credence Merger, as applicable, and other transactions contemplated hereby, except for: for (i) the filing of the First Certificate Articles of Merger with the Secretary of State of the State Commonwealth of DelawareMassachusetts, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaqthe consents listed on Section 3.3(c) of the Verigy Disclosure Schedule, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, (vii) if the Holdco Reorganization is effected, the orders of the High Court of the Republic of Singapore approving the Holdco Reorganization and the lodgment of said court order (and such other information as may be required) with the Accounting and Corporate Regulatory Authority of Singapore in accordance with Section 210 of the Companies Act (Chapter 50 of Singapore), and (viiviii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent Verigy and its Subsidiaries, taken as a whole. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viivi) are referred to herein as the “Parent Verigy Necessary Consents” and together with the Company LTX-Credence Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY") or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Company Merger and other transactions contemplated herebyhereby and thereby, except for: (i) the filing of the First Parent Certificate of Merger with the Secretary of State of the State of Delaware, Delaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business; (ii) the filing of the Company Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business; (iii) the approval and adoption of this Agreement and the Company Merger by the requisite vote under applicable Legal Requirements by the stockholders of the Company; and (iv) the approval and adoption of this Agreement and the Parent Merger approval of the issuance of Parent Common Stock in connection with the Company Merger by the requisite vote under applicable Legal Requirements, by the stockholders of Parent; (v) the filing of the Prospectus/Proxy Statement/Prospectus Statement (as defined in Section 2.16) with the SEC in accordance with the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT") and the effectiveness of the Registration Statement (as defined in accordance with the Securities Act, (iiiSection 2.16) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, effectiveness of the Source Registration Statement (ivas defined in Section 5.1(b)); (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actapplicable federal, foreign and state securities (or related) laws and the comparable laws Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any foreign country reasonably determined by 1976, as amended (the parties to be required, "HSR ACT"); (vvii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, the consents listed on Section 2.3(c) of the Company Disclosure Letter; (viviii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “"blue sky” " laws and the securities laws of any foreign country; (ix) those consents, approvals, orders, authorizations, registrations, declarations or filings that have already been made or obtained; and (viix) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect which if not obtained or made would not be material to any Governmental Entity the failure Company or Parent or materially adversely affect the ability of the parties hereto to consummate the Company Merger within the time frame in which to obtain the Company Merger would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a wholeorder, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiviii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents"NECESSARY CONSENTS.”"

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate Articles of Merger with the Secretary of State of the State of DelawareFlorida and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of (A) the Proxy Statement/Prospectus Statement with the SEC in accordance with the Exchange Act, and the effectiveness if approval of the Registration Statement in accordance with the Securities Act, Company's shareholders is required by Florida Law and (iiiB) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act Schedule TO and materials under Rule 165 and Rule 145 under (C) the Securities Act as may be required in connection with this Agreement and filing of the transactions contemplated hereby and therebySchedule 14D-9, (iviii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actapplicable federal, foreign and state securities (or related) laws and the comparable laws Hart-Scott-Rodino Antitrust Improvements Act of any foreign country reasonably determined by 1976, as amended (the parties to be required"XXX Xxx"), (xx) the consents listed on Section 3.3(c) of the Company Disclosure Letter, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “"blue sky” " laws and the securities laws of any foreign country, country and (viivi) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect to any Governmental Entity the failure of which to obtain if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or Parent and its Subsidiariesor materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, taken as a wholeapproval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiv) are referred to herein as the “Parent "Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents".”

Necessary Consents. (A) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent or Merger Sub 1 in connection with the executionexecution and delivery of this Agreement or the CVR Agreement or the consummation of Merger 1 and other transactions contemplated hereby, and (B) no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Merger Sub 2 in connection with the execution and delivery and performance of this Agreement or the consummation of the First Merger 2 and other transactions contemplated hereby, except forin each case, except: (i) the filing of the First Certificate Certificates of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities ActStatement, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the applicable federal, foreign and state securities (or related) laws and HSR Act, Act and satisfaction of such other requirements of the comparable Table of Contents applicable laws of any foreign country reasonably determined by the parties to be requiredother jurisdictions, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (viiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, country and (viiv) such other consents, clearancesorders, authorizations, filings, approvalsdeclarations, orders, declarations approvals and registrations with respect which if not obtained or made would materially adversely affect the ability of the parties hereto to any Governmental Entity consummate the failure of Mergers within the time frame in which to obtain the Mergers would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a whole. The consentsorder, approvalsauthorization, ordersregistration, authorizations, registrations, declarations and filings set forth in (i) through (vii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consentsdeclaration or filings.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actapplicable federal, foreign and the state securities (or related) laws and satisfaction of such other requirements of comparable laws Legal Requirements of any foreign country reasonably determined by the parties to be requiredjurisdictions, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (viiii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and country (viiiv) such other consents, clearanceswaivers, authorizations, filings, approvalsapprovals and registrations, orders, declarations and registrations with respect which if not obtained or made would not be material to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent Company and its Subsidiaries, Subsidiaries (taken as a whole) or materially adversely affect the ability of the parties hereto to consummate the Merger within the timeframe in which the Merger would otherwise be consummated in the absence of the need for such consent, waiver, authorization, filing, approval or registration and (v) the consents, notices, waivers and approvals listed in Section 2.3(d) of the Company Disclosure Letter. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through and (viiii) as well as the consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings, listed, on Section 2.3(d) and Section 2.3(c) of the Company Disclosure Letter and specifically designated a Necessary Consent at the request of Parent therein, are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate Articles of Merger with the Secretary of State of the State of DelawareFlorida and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of (A) the Proxy Statement/Prospectus Statement with the SEC in accordance with the Exchange Act, and the effectiveness if approval of the Registration Statement in accordance with the Securities Act, Company's shareholders is required by Florida Law and (iiiB) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act Schedule TO and materials under Rule 165 and Rule 145 under (C) the Securities Act as may be required in connection with this Agreement and filing of the transactions contemplated hereby and therebySchedule 14D-9, (iviii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actapplicable federal, foreign and state securities (or related) laws and the comparable laws Hart-Scott-Rodino Antitrust Improvements Act of any foreign country reasonably determined by 1976, as amended (the parties to be required"HXX Xxx"), (xx) xxe consents listed on Section 3.3(c) of the Company Disclosure Letter, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “"blue sky” " laws and the securities laws of any foreign country, country and (viivi) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect to any Governmental Entity the failure of which to obtain if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or Parent and its Subsidiariesor materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, taken as a wholeapproval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiv) are referred to herein as the “Parent "Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents".”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity“) is required to be obtained or made by Parent Novadigm in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Novadigm and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement (as defined in Section 2.16) with the SEC in accordance with Securities and Exchange Commission (the Exchange Act, and the effectiveness of the Registration Statement “SEC“) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act“), (iii) the filing of and such reports, schedules or materials under Section 13 or Rule 14a-12 reports under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby and therebyby this Agreement, (iviii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act“), and the comparable and/or any other local merger control laws or regulations of any foreign country reasonably determined by jurisdictions to the parties extent that under the relevant local law or regulations the consent, approval, order or authorization, or registration, declaration or filing shall be required to be requiredobtained or made by Novadigm, either separately or jointly with Parent, (iv) the consents listed in Section 2.3(c) of the Novadigm Disclosure Letter; (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (viivi) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect which if not obtained or made would not be material to any Governmental Entity Novadigm or Parent or materially adversely affect the failure ability of the parties hereto to consummate the Merger within the time frame in which to obtain the Merger would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a wholeorder, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viivi) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitral body, administrative agency or commission or other governmental authority or instrumentality or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including, without limitation, any Insurance Department or Financing Department (each a "Governmental Entity Entity") or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: for (i) the filing of the First Certificate Articles of Merger pursuant to Tennessee Law and appropriate documents with the Secretary relevant authorities of State of other states in which the State of DelawareCompany or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC United States Securities and Exchange Commission (the "SEC") in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the effectiveness of the Registration Statement in accordance with the Securities Actrules and regulations promulgated thereunder, (iii) the filing of such reportsthe Notification and Report Forms with the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended ("HSR Act") and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange Act HSR Act, (iv) approval of the Company's shareholders as contemplated in Section 6.2, (v) the necessary filings, applications and materials under Rule 165 notices to and Rule 145 under approvals and consents, if any, of the Securities Act departments of the states charged with the regulation of the business of insurance (the "Insurance Departments") and the financing or regulation of insurance premiums or the lending of money or regulation of deferred presentment transactions (the "Financing Departments") in the states in which the Company or its Subsidiaries are licensed or authorized or where the conduct of their business requires the approval by such departments (each of which is separately identified on Section 3.3(c) of the Company Disclosure Schedule) of the transactions contemplated hereby, (vi) such other filings and notifications as may be required in connection with this Agreement to be made by the Company under federal, state or foreign securities Laws or the rules and regulations of the transactions contemplated hereby Nasdaq Global Select Market and thereby, (ivvii) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities which if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would made could not, individually or in the aggregate, reasonably be expected to materially affect the ability of the Company to consummate the Merger or have a Material Adverse Effect on Parent and its Subsidiaries, taken as a wholethe Company. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (vii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “"Necessary Consents.”"

Necessary Consents. (A) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent or Merger Sub 1 in connection with the executionexecution and delivery of this Agreement or the CVR Agreement or the consummation of Merger 1 and other transactions contemplated hereby, and (B) no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Merger Sub 2 in connection with the execution and delivery and performance of this Agreement or the consummation of the First Merger 2 and other transactions contemplated hereby, except forin each case, except: (i) the filing of the First Certificate Certificates of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the effectiveness of the Registration Statement in accordance with the Securities ActStatement, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the applicable federal, foreign and state securities (or related) laws and HSR Act, Act and satisfaction of such other requirements of the comparable applicable laws of any foreign country reasonably determined by the parties to be requiredother jurisdictions, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (viiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, country and (viiv) such other consents, clearancesorders, authorizations, filings, approvalsdeclarations, orders, declarations approvals and registrations with respect which if not obtained or made would materially adversely affect the ability of the parties hereto to any Governmental Entity consummate the failure of Mergers within the time frame in which to obtain the Mergers would not, individually or otherwise be consummated in the aggregateabsence of the need for such consent, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiariesapproval, taken as a whole. The consentsorder, approvalsauthorization, ordersregistration, authorizations, registrations, declarations and filings set forth in (i) through (vii) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consentsdeclaration or filings.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental entity or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental function (a “Governmental Entity Entity”) is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.17) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement (as defined in accordance with the Securities ActSection 2.17), (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (iv) the comparable laws consents listed on Section 2.3(c) of any foreign country reasonably determined by the parties to be requiredCompany Disclosure Letter, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (viivi) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a wholethe Company. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) filings required under, and compliance with any applicable Legal Requirements of, the Exchange Act and the Securities Act, including the filing of the Proxy Statement/Prospectus Statement with the SEC in accordance with the Exchange Act, Act and the effectiveness of the Registration Statement in accordance with the Securities Actany other applicable state or federal securities laws, (iii) compliance with any applicable requirements of the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange HSR Act and materials under Rule 165 and Rule 145 under any other applicable foreign antitrust law, including written approval from the Securities Act Investment Center, as may be required in connection with this Agreement and set forth on Section 7.1(c) of the transactions contemplated hereby and therebyCompany Disclosure Letter, (iv) any filings required by, and approvals required under, the rules and policies of The NASDAQ Capital Market, and (v) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities which if not obtained or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent be material to the Company and its Subsidiaries, taken as a whole, or materially impede, or that would reasonably be expected to materially impede, the authority or ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms hereof in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate Articles of Merger with the Secretary of State of the State of DelawareFlorida and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of (A) the Proxy Statement/Prospectus Statement with the SEC in accordance with the Exchange Act, and the effectiveness if approval of the Registration Statement in accordance with the Securities Act, Company's shareholders is required by Florida Law and (iiiB) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act Schedule TO and materials under Rule 165 and Rule 145 under (C) the Securities Act as may be required in connection with this Agreement and filing of the transactions contemplated hereby and therebySchedule 14D-9, (iviii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actapplicable federal, foreign and state securities (or related) laws and the comparable laws Hart-Scott-Rodino Antitrust Improvements Act of any foreign country reasonably determined by 1976, as amended (txx "XXX Xxx"), (xv) the parties to be requiredconsents listed on Section 3.3(c) of the Company Disclosure Letter, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “"blue sky” " laws and the securities laws of any foreign country, country and (viivi) such other consents, clearances, authorizations, filings, approvals, orders, declarations approvals and registrations with respect to any Governmental Entity the failure of which to obtain if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or Parent and its Subsidiariesor materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, taken as a wholeapproval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiv) are referred to herein as the “Parent "Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents".”

Necessary Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by Parent the Company in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of the First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Proxy Statement/Prospectus Statement with the SEC in accordance with Securities and Exchange Commission (the Exchange Act, and the effectiveness of the Registration Statement “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) the filing of such reportsthe Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, schedules as amended (“HSR Act”) and the expiration or materials under Section 13 or Rule 14a-12 termination of the applicable waiting period under the Exchange HSR Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actforeign merger control regulations identified in Section 2.3(c) of the Company Disclosure Letter, and the comparable laws of any foreign country reasonably determined by the parties to be required, (viv) such other consents, waivers, approvals, orders, authorizations, registrations, EXECUTION COPY declarations and filings which if not obtained or made would not be material to the Company and its Subsidiaries taken as may be required by Nasdaq, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities a whole or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, Subsidiaries taken as a wholewhole or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viiiv) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental entity or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental function (a “Governmental Entity Entity”) is required to be obtained or made by Parent Credence in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.17) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement (as defined in Section 2.17) in accordance with the Securities Act, (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaqthe consents listed on Section 2.3(c) of the Credence Disclosure Schedule, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (vii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent Credence and its Subsidiaries, taken as a whole. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (viivi) are referred to herein as the “Parent Necessary Consents” and together with the Company Necessary Consents are referred to as the “Credence Necessary Consents.”