Common use of Governmental Filings; No Violations; Certain Contracts, Etc Clause in Contracts

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (i) the filings, approvals and/or notices pursuant to Section 1.2, (ii) the pre-merger notification requirements under the HSR Act (or similar foreign filings, if applicable), (iii) applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (including the requirement to file the Proxy Statement with the Securities and Exchange Commission (“SEC”), (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws, (v) applicable requirements under rules and regulations under the NASDAQ Capital Market, (vi) applicable requirements under rules and regulations under state takeover Laws and (vii) the notifications, consents and approvals set forth in Section 5.4(a) of the Company Disclosure Schedule (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (i) through (vii) above, collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not reasonably be expected to have a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (iA) the filings, approvals and/or notices pursuant to Section 1.21.3, (iiB) the pre-merger notification requirements filings, approvals and/or notices under the HSR Act (or similar foreign filings, if applicable), (iii) applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations promulgated thereunder and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (including the requirement to file the Proxy Statement with the Securities and Exchange Commission (“SEC”)thereunder, (ivC) filings, approvals and/or notices required to be made with or obtained from The Nasdaq National Market, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws, (v) applicable requirements under rules and regulations under the NASDAQ Capital Market, (vi) applicable requirements under rules and regulations under state takeover Laws and (viiE) the notifications, consents and approvals set forth in Section 5.4(a) of the Company Disclosure Schedule (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (iA) through (viiE) above, collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (i) the filings, approvals and/or notices pursuant to Section 1.2, (ii) the pre-merger notification requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act Act”) (or and similar foreign filings, if applicableas required, including pursuant to the EU Merger Regulations), (iii) applicable requirements, if any, requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder thereunder, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the rules and regulations promulgated thereunder (thereunder, including the requirement to file filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”), (iv) filings, approvals and/or notices required to be made with or obtained from the NYSE and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws, (v) applicable requirements under rules and regulations under the NASDAQ Capital Market, (vi) applicable requirements under rules and regulations under state takeover Laws and (vii) the notifications, consents and approvals set forth in Section 5.4(a) of the Company Disclosure Schedule (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (i) through (vii) above, collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would obtain, individually or in the aggregate, have not had and is not reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (iA) the filings, approvals and/or notices filing of the Articles of Merger and Certificate of Merger pursuant to Section 1.21.3, (iiB) the pre-merger notification requirements under filing with the HSR SEC of (x) the Joint Proxy/Prospectus in preliminary and definitive form relating to the Company Shareholders Meeting as part of the Registration Statement (and the declaration of its effectiveness) and (y) such other reports and filings under, and compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or similar foreign filings, if applicable), (iii) applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filings under, and compliance with, the rules and regulations promulgated thereunder and of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (including the requirement to file the Proxy Statement with the Securities and Exchange Commission (“SEC”), (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings NASDAQ as may be required under applicable U.S. state securities Lawsin connection with this Agreement and the transactions contemplated hereby, (vD) applicable requirements under rules such filings and regulations approvals as may be required by any Takeover Statutes, (E) any filing required under the NASDAQ Capital Market, (vi) applicable requirements under rules and regulations under state takeover Laws HSR Act and (viiF) the notifications, consents filing with and approvals set forth in Section 5.4(a) approval by FINRA of the Company Disclosure Schedule each Broker-Dealer Subsidiary’s continuing membership application required by FINRA (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (i) through (vii) above, collectively, the “Company ApprovalsContinuing Membership Application”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), Entity in connection with the execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. “

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than the (i) filing the filings, approvals and/or notices pursuant to Section 1.2IIA Notice and obtaining the Investment Center Approval, (ii) filing of the pre-merger notification requirements Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the HSR Act (or similar foreign filings, if applicable)ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (iii) Approvals under applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), Antitrust Laws and the rules and regulations promulgated thereunder and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (including the requirement to file the Proxy Statement with the Securities and Exchange Commission (“SEC”)applicable foreign investment Laws, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings other Approvals as may be required under applicable U.S. state securities Lawsthe Exchange Act, the Securities Act or Israeli Securities Law, (v) applicable requirements under rules filings and regulations under the other Approvals as may be required to be made with NASDAQ Capital Marketand TASE, (vi) applicable requirements under rules and regulations Approvals under state securities, takeover Laws and “blue sky” Laws, (vii) the notificationsCFIUS Approval, consents (viii) XXX Approval, (ix) MOD Approval, (x) MOC Notice and approvals set forth in Section 5.4(a(xi) of the Company Disclosure Schedule Continuing Business License (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (i) through (vii) above, collectively, the “Company Approvals”), no notices, reports or other filings Approvals are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental of its Subsidiaries with or private body exercising from any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by of the Transactions, or in connection with the continuing operation of the business of the Company of and its Subsidiaries following the Merger and the other transactions contemplated herebyEffective Time, except those that as would not, individually or in the failure to make or obtain would not aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (i) the filings, approvals and/or notices pursuant to Section 1.2, (ii) the pre-merger notification requirements under the HSR Act (or similar foreign filings, if applicable), (iii) applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the rules and regulations promulgated thereunder (thereunder, including the requirement to file the Proxy Statement with the Securities and Exchange Commission (“SEC”), (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws, and (v) applicable requirements under rules and regulations under the NASDAQ Capital Market, (vi) applicable requirements under rules and regulations under state takeover Laws and (vii) the notifications, consents and approvals set forth in Section 5.4(a) of the Company Disclosure Schedule (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (i) through (viiv) above, collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not are not, individually or in the aggregate, reasonably be expected to have result in a material liability to the Company Material Adverse Effectand its Subsidiaries, taken as a whole.