Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. Other than (a) notifications and expirations or terminations of waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (b) the other merger control, competition law, and foreign investment law consents, registrations, approvals, authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”), (c) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris or the UKLA, (d) any approvals and consents to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (h) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (i) the receipt of the MINEFI Clearance and the CFIUS Clearance and (j) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party or any of its Subsidiaries with, or obtained by such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party of the MOU and this Agreement, the performance by such party of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby or thereby.

Governmental Approvals and Consents. Other than (ai) notifications the compliance with and expirations or terminations of waiting periods filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (bEC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control, control or competition law, law filings and/or notices (as mutually determined necessary or advisable by Yankees and foreign investment law consents, registrations, approvals, authorizations Braves and Permits set forth on Section 4.5(bSchedule I hereto) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (ai) and (bii) togethercollectively, the “Competition Approvals”), (ciii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris or the UKLA, by Braves pursuant to Section 3.2(f) and (d) any approvals and consents to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (hvi) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (i) the receipt of the MINEFI Clearance and the CFIUS Clearance and (j) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party Yankees or any of its Subsidiaries with, or obtained by such party Yankees or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, Entity in connection with the execution and delivery by such party Yankees of the MOU and this Agreement, the performance by such party Yankees of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby hereby. Yankees does not own, directly or therebyindirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (a) notifications Subject to the terms and conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to satisfy the conditions to Closing set forth herein and consummate the transactions contemplated hereby as soon as practicable after the date of this Agreement and in any event no later than the Outside Date, including (x) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date of this Agreement, all documentation (A) to effect all necessary applications, notices, petitions and other filings and (B) to obtain all waiting period expirations or terminations of waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (b) the other merger control, competition law, and foreign investment law consentsterminations, registrations, approvals, permits and authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”), (c) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris necessary or the UKLA, (d) any approvals and consents advisable to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (h) as required Governmental Entity in order to comply with state or other local securities, takeover and “blue sky” laws, (i) consummate the receipt of the MINEFI Clearance and the CFIUS Clearance transactions contemplated hereby and (jy) such other authorizations, consents, approvals, orders, permits, notices, reports, filingstaking all steps as may be necessary to obtain all waiting period expirations or terminations, registrations, qualifications permits and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consentsincluding defending or contesting any suit, approvalsaction, orderslegal proceeding or claim brought by a Third Party, permitsincluding any Governmental Entities, noticesthat would otherwise prevent or materially impede, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party or any of its Subsidiaries interfere with, hinder or obtained by such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party of the MOU and this Agreement, the performance by such party of its obligations hereunder or thereunder and delay the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party agrees (i) to make all necessary applications, notices, petitions and filings required (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material) with respect to this Agreement or the transactions contemplated hereby or thereby.with the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) on a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless another date is mutually agreed between the Parties), and any other Governmental Entity under any other applicable Antitrust Law and

Governmental Approvals and Consents. Other than (ai) notifications and expirations or terminations of waiting periods the filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (bEC) 139/2004 of the European Community (the (“EMCR”), and (ii) other merger control, control or competition law, and foreign investment law consents, registrations, approvals, authorizations and Permits set forth on Section 4.5(bfilings and/or notices (as mutually determined necessary or advisable by the parties) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (ai) and (bii) togethercollectively, the “Competition Approvals”), (ciii) the approval from the Committee on Foreign Investment in the United States (“CFIUS”) under the Exon-Xxxxxx Amendment, (iv) the approvals and consents to be obtained from the SECSEC or any Regulatory Authority, including with respect to the AMF, Euronext Paris or the UKLAOffer Documents, (d) any approvals and consents to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (gv) the filing of the FMCTI Certificate of Merger, and (hvi) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (i) the receipt of the MINEFI Clearance and the CFIUS Clearance and (j) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party or any of its Subsidiaries with, or obtained by such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court)entity, United States U.S. or non-United States, French, national or supra-national, state or localU.S., including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party of the MOU and this Agreement, the performance by such party of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby or therebyhereby.

Governmental Approvals and Consents. Other than (a) notifications notifications, filings, notices, reports and applications (collectively, “Filings”) and approvals, consents, clearances, permits, authorizations, waivers and waiting period expirations or terminations of waiting periods (collectively, “Approvals”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976, as amended (the “HSR Act”), (b) and the other antitrust, competition, merger control, competition law, and control or foreign investment law consents, registrations, approvals, authorizations and Permits Laws set forth on Section 4.5(b) 4.5 of each of the FMCTI Laguna Disclosure Letter and the Technip Orca Disclosure Letter (subsections (a) and (b) togethersuch Approvals, collectively, the “Competition Antitrust Approvals”), (cb) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris or the UKLASEC and Nasdaq, (d) any approvals and consents to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (fc) the receipt and filing of the Technip Merger OrderOrca Scheme Order with the Registrar, (gd) the filing of the FMCTI Laguna Certificate of Merger, (he) as required in order to comply with other state or other local securities, takeover and “blue sky” laws, (i) the receipt of the MINEFI Clearance and the CFIUS Clearance laws and (jf) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (i) are not reasonably expected to have a Material Adverse Effect on such partyparty and (ii) are not reasonably expected to prevent or materially impair or delay the consummation of the Combinations or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party or any of its Subsidiaries with, or obtained by such party or any of its Subsidiaries from, any government or governmental or regulatory authority, court or other judicial body, agency, commission, body or other governmental or regulatory entity (including any court)entity, United States or non-United States, French, national or supra-national, state state, provincial, municipal or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party of the MOU and this Agreement, the performance by such party of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby hereby. For purposes of this Agreement, the term “Regulatory Authority” means any and all relevant regulatory agencies or therebyauthorities of the United States, the United Kingdom and other regulatory agencies or authorities, in each case only to the extent that such agency or authority has authority and jurisdiction in the particular context.

Governmental Approvals and Consents. Other than (ai) notifications the compliance with and expirations or terminations of waiting periods filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (bEC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control, control or competition law, law filings and/or notices (as mutually determined necessary or advisable by Yankees and foreign investment law consents, registrations, approvals, authorizations Braves and Permits set forth on Section 4.5(bSchedule I hereto) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (ai) and (bii) togethercollectively, the “Competition Approvals”), (ciii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Braves Certificate of Merger and the Yankees Certificate of Merger, (v) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris or the UKLA, by Braves pursuant to Section 3.2(f) and (d) any approvals and consents to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (hvi) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (i) the receipt of the MINEFI Clearance and the CFIUS Clearance and (j) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party Yankees or any of its Subsidiaries with, or obtained by such party Yankees or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, Entity in connection with the execution and delivery by such party Yankees of the MOU and this Agreement, the performance by such party Yankees of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby hereby. Yankees does not own, directly or therebyindirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation. The representations and warranties in this Section 3.1(f) insofar as they apply to the Braves Merger shall be made as of the Execution Date.

Governmental Approvals and Consents. Other than (a) notifications and expirations or terminations of waiting periods the filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (b) the other merger control, competition law, and foreign investment law consents, registrations, approvals, authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”)filings and/or notices under Foreign Merger Control Laws, (c) filings and/or notices under foreign investment laws or regulations, (d) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris FSA or the UKLA, (d) any approvals and consents to be obtained from any Regulatory Authority in Authority, including with respect to the EEA in connection with Proxy Statement/Prospectus, the passporting of Form F-4 and the Admission Finnish Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (hf) as required in order to comply with state or other local securities, takeover and “"blue sky” " laws, (ig) the receipt submission of the MINEFI Clearance a notification to, and the review by, CFIUS Clearance pursuant to Exon-Xxxxxx and (jh) such other authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on such partyKappa and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures with, or obtained by such party Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party Kappa, Kappa, Inc. and Merger Sub of the MOU and this Agreement, the performance by such party Kappa, Kappa, Inc. and Merger Sub of its obligations hereunder or thereunder and the consummation by Kappa, Kappa, Inc. and Merger Sub of the Merger and the other transactions contemplated hereby or therebyhereby.

Governmental Approvals and Consents. Other than (a) notifications and expirations or terminations of waiting periods the filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (b) the other merger control, competition law, and foreign investment law consents, registrations, approvals, authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”)filings and/or notices under Foreign Merger Control Laws, (c) filings and/or notices under foreign investment laws or regulations, (d) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris FSA or the UKLA, (d) any approvals and consents to be obtained from any Regulatory Authority in Authority, including with respect to the EEA in connection with Proxy Statement/Prospectus, the passporting of Form F-4 and the Admission Finnish Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (hf) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (ig) the receipt submission of the MINEFI Clearance a notification to, and the review by, CFIUS Clearance pursuant to Exon-Xxxxxx and (jh) such other authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on such partyKappa and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures with, or obtained by such party Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party Kappa, Kappa, Inc. and Merger Sub of the MOU and this Agreement, the performance by such party Kappa, Kappa, Inc. and Merger Sub of its obligations hereunder or thereunder and the consummation by Kappa, Kappa, Inc. and Merger Sub of the Merger and the other transactions contemplated hereby or therebyhereby.

Governmental Approvals and Consents. Other than (ai) notifications and expirations or terminations of waiting periods the filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976, as amended amended, and the Council Regulation (EC) 139/2004 of the “HSR Act”European Community, (ii) other merger control or competition Law filings and/or notices (as mutually determined necessary or advisable by the parties), (b) the other merger control, competition law, and foreign investment law consents, registrations, approvals, authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”), (ciii) the approvals and consents to be obtained from any Regulatory Authority, including with respect to the SEC, the AMF, Euronext Paris or the UKLAOffer Documents and applicable foreign investment Laws, (d) any approvals and consents to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (giv) the filing of the FMCTI Certificate of Merger, (hv) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (i) the receipt of the MINEFI Clearance and the CFIUS Clearance Laws and (jvi) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, the failure of which to be made or givenobtained, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect Change on such party, no authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party or any of its Subsidiaries with, or obtained by such party or any of its Subsidiaries from, any governmental governmental, taxation or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court)entity, United States U.S. or non-United States, French, national or supra-national, state or localU.S., including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization), in connection with the execution and delivery by such party of the MOU and this Agreement, the performance by such party of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby or therebyhereby.

Governmental Approvals and Consents. Other than (a) notifications and expirations or terminations of waiting periods the filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (b) the other merger control, competition law, and foreign investment law consents, registrations, approvals, authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”)filings and/or notices under Foreign Merger Control Laws, (c) filings and/or notices under foreign investment laws or regulations, (d) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris FSA or the UKLA, (d) any approvals and consents to be obtained from any Regulatory Authority in Authority, including with respect to the EEA in connection with Proxy Statement/Prospectus, the passporting of Form F-4 and the Admission Finnish Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (hf) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (ig) the receipt submission of the MINEFI Clearance a notification to, and the review by, CFIUS Clearance pursuant to Exon-Xxxxxx and (jh) such other authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on such partyKappa and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures with, or obtained by such party Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party Kappa, Kappa, Inc. and Merger Sub of the MOU and this Agreement, the performance by such party Xxxxx, Kappa, Inc. and Xxxxxx Sub of its obligations hereunder or thereunder and the consummation by Xxxxx, Kappa, Inc. and Xxxxxx Sub of the Merger and the other transactions contemplated hereby or therebyhereby.

Governmental Approvals and Consents. Other than (a) notifications and expirations or terminations of waiting periods the filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “"HSR Act”), (b) the other merger control, competition law, and foreign investment law consents, registrations, approvals, authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a") and (b) together, the “Competition Approvals”)filings and/or notices under Foreign Merger Control Laws, (c) filings and/or notices under foreign investment laws or regulations, (d) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris Finnish Financial Supervisory Authority (the "FSA") or the UKLA, (d) any approvals and consents to be obtained from any Regulatory Authority in Authority, including with respect to the EEA in connection with Proxy Statement/Prospectus, the passporting of Form F-4 and the Admission Finnish Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (hf) as required in order to comply with state or other local securities, takeover and “"blue sky” " laws, (ig) submission of a notification to, and review by, the receipt Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the MINEFI Clearance and the CFIUS Clearance Defense Production Act of 1950, as amended ("Exon-Xxxxxx") and (jh) such other authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on such partyTheta and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures with, or obtained by such party Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures from, any U.S., foreign (including Finnish) or international governmental or regulatory authority, agency, commission, bureau, court, tribunal, arbitral body or other governmental governmental, quasi-governmental, regulatory or self-regulatory entity (including or authority of any court), United States or non-United States, French, national or supra-national, state or localnature, including the SEC SEC, FSA and the other Regulatory Authorities (“"Governmental Entity”) or any Self-Regulatory Organization"), in connection with the execution and delivery by such party Theta of the MOU and this Agreement, the performance by such party Theta of its obligations hereunder or thereunder and the consummation by Theta of the Merger and the other transactions contemplated hereby or therebyhereby.

Governmental Approvals and Consents. Other than (ai) notifications and expirations or terminations of waiting periods the filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (bii) the filings and/or notices under Council Regulation (EC) 139/2004 of the European Community, and (iii) other merger control, control or competition lawlaw filings and/or notices, and filings and/or notices under foreign investment law consentslaws or regulations, registrations, approvals, authorizations and Permits in each case including those set forth on Section 4.5(b4.1(e) of each of the FMCTI Omnicom Disclosure Letter and the Technip Publicis Disclosure Letter (subsections (ai), (ii) and (b) togetheriii), collectively, the “Competition Approvals”), (civ) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris AMF or the UKLANetherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM”), (d) any approvals and consents to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (gv) the filing of the FMCTI Publicis Deed of Merger, (vi) the filing of the Certificate of Merger, (hvii) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (iviii) a ruling (agrément) granted by the receipt French ministry of the MINEFI Clearance and the CFIUS Clearance budget as referred to in Section 6.1(i)(ii) and (jix) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on such partyparty and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Mergers or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party or any of its Subsidiaries with, or obtained by such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court)entity, United States U.S. or non-United StatesU.S., French, Dutch, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party of the MOU and this Agreement, the performance by such party of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby or therebyhereby.

Governmental Approvals and Consents. Other than (a) notifications and expirations or terminations of waiting periods the filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (b) the other merger control, competition law, and foreign investment law consents, registrations, approvals, authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”)filings and/or notices under Foreign Merger Control Laws, (c) filings and/or notices under foreign investment laws or regulations, (d) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris Finnish Financial Supervisory Authority (the “FSA”) or the UKLA, (d) any approvals and consents to be obtained from any Regulatory Authority in Authority, including with respect to the EEA in connection with Proxy Statement/Prospectus, the passporting of Form F-4 and the Admission Finnish Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (hf) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (ig) submission of a notification to, and review by, the receipt Committee on Foreign Investment in the United States (“CFIUS”) pursuant to Section 721 of the MINEFI Clearance and the CFIUS Clearance Defense Production Act of 1950, as amended (“Exon- Xxxxxx”) and (jh) such other authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on such partyTheta and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures with, or obtained by such party Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures from, any U.S., foreign (including Finnish) or international governmental or regulatory authority, agency, commission, bureau, court, tribunal, arbitral body or other governmental governmental, quasi-governmental, regulatory or self-regulatory entity (including or authority of any court), United States or non-United States, French, national or supra-national, state or localnature, including the SEC SEC, FSA and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization), in connection with the execution and delivery by such party Theta of the MOU and this Agreement, the performance by such party Theta of its obligations hereunder or thereunder and the consummation by Theta of the Merger and the other transactions contemplated hereby or therebyhereby.

Governmental Approvals and Consents. Other than (a) notifications Subject to the terms and conditions of this Agreement (including Section 4.03(f)), each Party will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to satisfy the conditions to Closing set forth herein and consummate the transactions contemplated hereby as soon as practicable after the date of this Agreement and in any event no later than the Outside Date, including (x) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date of this Agreement, all documentation (A) to effect all necessary applications, notices, petitions and other filings and (B) to obtain all waiting period expirations or terminations of waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (b) the other merger control, competition law, and foreign investment law consentsterminations, registrations, approvals, permits and authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”), (c) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris necessary or the UKLA, (d) any approvals and consents advisable to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (h) as required Governmental Entity in order to comply with state or other local securities, takeover and “blue sky” laws, (i) consummate the receipt of the MINEFI Clearance and the CFIUS Clearance transactions contemplated hereby and (jy) such other authorizations, consents, approvals, orders, permits, notices, reports, filingstaking all steps as may be necessary to obtain all waiting period expirations or terminations, registrations, qualifications permits and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consentsincluding defending or contesting any suit, approvalsaction, orderslegal proceeding or claim brought by a Third Party, permitsincluding any Governmental Entities, noticesthat would otherwise prevent or materially impede, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party or any of its Subsidiaries interfere with, hinder or obtained by such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party of the MOU and this Agreement, the performance by such party of its obligations hereunder or thereunder and delay the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party agrees (i) to make all necessary applications, notices, petitions and filings required (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material) with respect to this Agreement or the transactions contemplated hereby with the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) on a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless another date is mutually agreed between the Parties), and any other Governmental Entity under any other applicable Antitrust Law and (ii) to promptly determine whether any other filings are required to be made with, and whether any other consents, approvals, Permits or therebyauthorizations are required to be obtained from, any Governmental Entity under any other applicable Law in connection with the transactions contemplated hereby, and if so, to promptly prepare and file any such filings and to seek any such other consents, approvals, permits or authorizations (the filings described in the foregoing clauses (i) and (ii) collectively, “Regulatory Filings”). All filing fees required in connection with the Regulatory Filings shall be borne by Buyer.

Governmental Approvals and Consents. Other than (a) notifications Subject to the terms and conditions of this Agreement (including Section 4.03(f)), each Party will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to satisfy the conditions to Closing set forth herein and consummate the transactions contemplated hereby as soon as practicable after the date of this Agreement and in any event no later than the Outside Date, including (x) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date of this Agreement, all documentation (A) to effect all necessary applications, notices, petitions and other filings and (B) to obtain all waiting period expirations or terminations of waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (b) the other merger control, competition law, and foreign investment law consentsterminations, registrations, approvals, permits and authorizations and Permits set forth on Section 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (a) and (b) together, the “Competition Approvals”), (c) the approvals and consents to be obtained from the SEC, the AMF, Euronext Paris necessary or the UKLA, (d) any approvals and consents advisable to be obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (g) the filing of the FMCTI Certificate of Merger, (h) as required Governmental Entity in order to comply with state or other local securities, takeover and “blue sky” laws, (i) consummate the receipt of the MINEFI Clearance and the CFIUS Clearance transactions contemplated hereby and (jy) such other authorizations, consents, approvals, orders, permits, notices, reports, filingstaking all steps as may be necessary to obtain all waiting period expirations or terminations, registrations, qualifications permits and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consentsincluding defending or contesting any suit, approvalsaction, orderslegal proceeding or claim brought by a Third Party, permitsincluding any Governmental Entities, noticesthat would otherwise prevent or materially impede, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by such party or any of its Subsidiaries interfere with, hinder or obtained by such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by such party of the MOU and this Agreement, the performance by such party of its obligations hereunder or thereunder and delay the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party agrees (i) to make all necessary applications, notices, petitions and filings required (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material) with respect to this Agreement or the transactions contemplated hereby with the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) on a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless another date is mutually agreed between the Parties), and any other Governmental Entity under any other applicable Antitrust Law and (ii) to promptly determine whether any other filings are required to be made with, and whether any other consents, approvals, Permits or thereby.authorizations are required to be obtained from, any Governmental Entity under any other applicable Law in connection with the transactions contemplated hereby, and if so, to promptly prepare and file any such filings and to seek any such other consents, approvals, permits or authorizations (the filings described in the foregoing clauses (i) and (ii) collectively, “Regulatory Filings”). All filing fees required in connection with the Regulatory Filings shall be borne by Buyer. (b) In connection with, and without limiting, the efforts or the obligations of the Parties under Section 4.03(a) but subject to Section 4.03(f), each of Buyer and Seller shall, to the extent permitted by applicable Law and not prohibited by the applicable Governmental Entity, (i) cooperate and coordinate in all respects with the other in the making of Regulatory Filings (including, to the extent permitted by applicable Law, providing copies, or portions thereof, of all such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested by the non-filing Parties in connection therewith) and in connection with resolving any investigation, request or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing, (ii) supply the other Party and its counsel, as applicable, with any information and reasonable assistance that may be required or reasonably requested in connection with the making of such filings, including, within the time allowed by the relevant Governmental Entity and under applicable Law, any additional or supplemental information that may be required or reasonably requested by the FTC, the DOJ and the relevant Governmental Entities in any applicable jurisdiction in which any such filing is made under any other applicable Law and (iii) use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all