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 Acquiror in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, and other transactions contemplated hereby, except for: (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (ii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the Antitrust Laws of the jurisdictions set forth in Schedule 6.1(f), (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, and (iv) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisition. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iii) are referred to herein 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 Acquiror the Company in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Merger and other transactions contemplated hereby, except for: (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in connection with this Agreement and which the transactions contemplated hereby and therebyCompany and/or Parent are qualified to do business, (ii) the filing of the Prospectus/Joint Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement, (iii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act applicable federal, foreign and state securities (or related) laws and the Hxxx-Xxxxx-Xxxxxx Antitrust Laws Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the jurisdictions set forth in Schedule 6.1(f)comparable applicable laws of other jurisdictions, (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, and (iv) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisition. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations which if not obtained or made would not be material to the Company or the Surviving Entity or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in (i) through (iii) are referred to herein as which the “Acquiror Necessary ConsentsMerger would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration 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 or quasi-governmental authority or instrumentality (a “Governmental Entity Entity”) or party to a Company Material Contract is required to be obtained or made by Acquiror the Company in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Merger and other transactions contemplated hereby, except for: (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in connection with this Agreement and which the transactions contemplated hereby and therebyCompany and/or Parent are qualified to do business, (ii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act applicable federal, foreign and state securities (or related) laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Laws Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the jurisdictions set forth in Schedule 6.1(f)comparable laws of other jurisdictions, (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, and (iv) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings with respect to as may be required under applicable state securities or “blue sky” laws and the securities laws of any Governmental Entity foreign country, (iv) such other consents, authorizations, filings, approvals and registrations set forth in Section 3.3(c) of the failure of Company Disclosure Letter, and (v) such consents, authorizations, filings, approvals and registrations, which to obtain if not obtained or made would not, individually or in the aggregate, not reasonably be expected to materially and adversely affect Acquiror’s ability to effect cause a material detriment or impose a material liability on Parent or the AcquisitionSurviving Corporation. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in clauses (i) through (iii) are referred to herein as the “Acquiror Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Entity is required to be obtained or made by Acquiror Parent or Merger Sub in connection with the execution and delivery of this Agreement or and the consummation of the Acquisition, and other transactions contemplated hereby, except for: (i) the filing of such reports, schedules the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities or materials under Section 13 other state in which the Company or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and therebyParent is qualified to do business, (ii) any filings required pursuant to the Exchange Act or the Securities Act and the rules and regulations promulgated thereunder, or applicable Canadian or Ontario securities Legal Requirements, (iii) the filing of the Notification and Report Forms with the FTC and DOJ required by the HSR Act and the expiration or termination of the applicable waiting period under the HSR Act and such consents, clearanceswaivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the Antitrust Laws foreign merger control regulations identified in Section 3.3(b) of the jurisdictions set forth in Schedule 6.1(f)Company Disclosure Letter, (iiiiv) the approval consents listed on Section 4.2(c) of the SIC of the conditions to the Offer as set forth in Annex IIParent Disclosure Letter, and (ivv) such other consents, clearanceswaivers, approvals, orders, authorizations, registrations, declarations and filings 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 materially and adversely affect Acquiror’s the ability of the parties hereto to effect consummate the Acquisition. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iii) are referred to herein as Merger within the “Acquiror Necessary Consentstime frame contemplated by this Agreement.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity Authority is required to be obtained or made by Acquiror Enzon in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Enzon Merger and other transactions contemplated hereby, except for: (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required Enzon Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in connection with this Agreement and the transactions contemplated hereby and therebywhich Enzon and/or NPS 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, (iii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act and any other comparable foreign merger Legal Requirements, (iv) the Antitrust Laws consents listed on Section 2.3(b) of the jurisdictions set forth in Schedule 6.1(f), (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, Enzon Disclosure Letter; and (ivv) such other consents, clearances, approvals, orders, authorizations, registrationsfilings, declarations approvals and filings with respect registrations which if not obtained or made would not be material to any Governmental Entity Enzon or NPS or materially adversely affect the failure ability of the parties hereto to consummate the 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 materially and adversely affect Acquiror’s ability to effect the Acquisitionapproval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iiiv) are referred to herein as the “Acquiror "Necessary Consents" (provided that for the purposes of the definition of "Necessary Consents" with respect to NPS, clause (iv) shall be deemed to refer to the consents set forth in Section 3.3(b) of the NPS Disclosure Letter).”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with with, or notification of, any supranational, national, state, municipal, local or foreign government, instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity Entity”) or by any other Person is required to be obtained or made by Acquiror the Company or Seller in connection with the execution and delivery of this Agreement or the Closing Documents or the consummation of the Acquisition, and other transactions contemplated herebyhereby or thereby, except for: (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (ii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act and the Antitrust Laws satisfaction of such other requirements of the jurisdictions set forth in Schedule 6.1(f)comparable laws of other jurisdictions, (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, and (ivii) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings with respect to as may be required under applicable state securities or “blue sky” laws and the securities laws of any Governmental Entity foreign country, (iii) such consents, authorizations, filings, approvals and registrations, if any, set forth in Section 2.3(c)(iii) of the failure of Company Disclosure Schedule, and (iv) such other consents, authorizations, filings, approvals and registrations, which to obtain if not obtained or made would not, individually or in the aggregate, not reasonably be expected to materially and adversely affect Acquiror’s ability to effect have a Material Adverse Effect on the AcquisitionCompany. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through and (iii) are referred to herein as the “Acquiror 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 Acquiror IXX Trust or IRAFG in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Exchange and other transactions contemplated hereby, except for: (i) the filing by IXX Trust of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required Change of Control Notice with the Division of Banking pursuant to South Dakota law and appropriate documents with the relevant authorities of other states in connection with this Agreement which IXX Trust and the transactions contemplated hereby and therebyIRAFG are qualified to do business, (ii) such consents, clearances, 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 the Antitrust Laws approval of the jurisdictions set forth in Schedule 6.1(f)Change of Control Notice by the Division of Banking pursuant to South Dakota law, (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, and (iv) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings with respect to as may be required under applicable state securities or “blue sky” laws and the securities laws of any Governmental Entity foreign country, (iv) such other consents, authorizations, filings, approvals and registrations set forth in Section 2.03(c) of the failure of IXX Financial Disclosure Letter and (v) such consents, authorizations, filings, approvals and registrations, which to obtain if not obtained or made would notnot be material, individually or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the AcquisitionIXX Trust or IRAFG. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through and (iiiii) are referred to herein as the “Acquiror IXX Financial Necessary Consents.”

Necessary Consents. No consent, notice, 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 Acquiror the Company in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, Merger and other transactions contemplated herebyhereby and thereby, except for: for (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in connection with this Agreement which the Company and/or Purchaser are qualified to do business and the transactions contemplated hereby and thereby, (ii) such other consents, clearanceswaivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the Antitrust Laws identified in Section 2.3(c) of the jurisdictions set forth in Disclosure Schedule 6.1(f)if not obtained or made would not be material to the Company, (iii) taken as a whole, or Purchaser and its subsidiaries, taken as a whole, or materially adversely affect the approval ability of the SIC parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the conditions to the Offer as set forth in Annex IIneed for such consent, and (iv) such other consentswaiver, clearancesapproval, approvalsorder, ordersauthorization, authorizationsregistration, registrations, declarations and filings with respect to any Governmental Entity the failure of which to obtain would not, individually declaration or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisitionfiling. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iiiii) are referred to herein as the “Acquiror Necessary Consents.”