No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (a) if required by the HSR Act, the filing of a HSR Act notification and report form by the Company or its ultimate parent entity and the expiration or termination of the applicable HSR Act waiting period; (b) such filings and approvals as may be required by any applicable state securities or “ blue sky ” laws; and (c) any such consent, approval, order, authorization, registration, filing or permit that the failure to obtain or make has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.