Common use of No Approvals or Notices Required Clause in Contracts

No Approvals or Notices Required. No Conflict with Instruments. The consummation of such Exchange will not: (a) if applicable, conflict with or violate such holder's (or its Group members') organizational documents; (b) require any Governmental Consent or Governmental Filing, in each case on the part of or with respect to each of such holder or any member of its Group, other than (i) such as have been obtained or made or (ii) the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; (c) require, on the part of such holder or any member of its Group any Contract Consent or Contract Notice (in each case, applying such terms to such Group), other than (i) such as have been obtained or made or (ii) the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; (d) conflict with or result in any Violation of any Contract to which such holder or any member of its Group is a party, or by which such holder or any of its Group, or any of its respective assets or properties are bound, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; or (e) result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to such holder or any member of its Group or by which any of its respective properties or assets are bound, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; provided that any such representation pursuant to this Section 6.2 by a holder in connection with an Agreement to Transfer shall take into account the transactions contemplated to occur with such Transferee.

No Approvals or Notices Required. No Conflict with Instruments. The consummation of such Exchange will not: (a) if applicable, conflict with or violate such holderEligible Holder's (or its Group members') organizational documents; (b) require any Governmental Consent or Governmental Filing, in each case on the part of or with respect to each of such holder or any member of its GroupEligible Holder, other than (i) such as have been obtained or made or (ii) the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated herebyExchange; (c) require, on the part of such holder or any member of its Group Eligible Holder any Contract Consent or Contract Notice (in each caseNotice, applying such terms to such Group), other than (i) such as have been obtained or made or (ii) the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated herebyExchange; (d) conflict with or result in any Violation of any Contract to which such holder or any member of its Group Eligible Holder is a party, or by which such holder or any of its GroupEligible Holder, or any of its respective assets or properties are is bound, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated herebyExchange; or (e) result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to such holder or any member of its Group Eligible Holder or by which any of its respective properties or assets are bound, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; provided Exchange. provided, that any such representation pursuant to this Section 6.2 by a holder an Eligible Holder in connection with an Agreement to Transfer shall take into account the transactions contemplated to occur with such Transfereeimmediately following the Exchange pursuant to the Agreement to Transfer.