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

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) under Antitrust Laws, (ii) pursuant to or under the CCC, the Exchange Act and the Securities Act, including the filing of the Consent Solicitation Statement with the SEC, (iii) required to be made with Nasdaq, (iv) with respect to state securities, takeover and “blue sky” Laws and (v) the other filings required by Governmental Entities set forth on Section 5.4(a) of the Company Disclosure Letter, no material actions, filings, notices, reports, consents, registrations, approvals, permits, declarations or authorizations are required to be made by the Company or any of its Subsidiaries with, nor are any required to be made or obtained by the Company or any of its Subsidiaries with or from any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the consummation of the Transactions or reasonably be expected to result in a Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts, Etc. (ai) Other than the filings, necessary notices, reports, filings, consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations (i) under Antitrust Laws, (iiA) pursuant to or Section 1.6, (B) required under the CCCHSR Act, the Exchange Act and the Securities Act, including (C) to comply with state securities or “blue-sky” laws, (D) the filing with the SEC of the Consent Solicitation Statement Offer Documents, (E) to be made with the SECapplicable securities exchanges and (F) other filings and recordations as required by Governmental Entities other than those in the United States, (iii) no material filings, notices and/or reports are required to be are required to be made with Nasdaqby Buyer or Merger Sub with, (iv) with respect to state securities, takeover and “blue sky” Laws and (v) the other filings required by Governmental Entities set forth on Section 5.4(a) of the Company Disclosure Letter, no nor are any material actions, filings, notices, reports, consents, registrations, approvals, permits, declarations permits or authorizations are required to be made by the Company or any of its Subsidiaries with, nor are any required to be made or obtained by the Company Buyer or any of its Subsidiaries with or from Merger Sub from, any Governmental Entity, Entity in connection with the execution, execution and delivery and performance of this Agreement by the Company Buyer and Merger Sub and the consummation of the TransactionsOffer, the Merger and the other transactions contemplated hereby or in connection with the continuing operation of the business of Buyer and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or prevent, materially delay or impair the consummation of the Transactions or reasonably be expected to result in a Material Adverse Effecttransactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) under Antitrust Lawspursuant to the DGCL, (ii) pursuant to or under the CCCHSR Act, the Exchange Act and the Securities Act, including the filing of the Consent Solicitation Statement with the SEC, (iii) required to be made with NasdaqNASDAQ or the NASDAQ Global Market LLC, (iv) with respect to under state securities, takeover and “blue sky” Laws Laws, and (v) the other filings required by Governmental Entities any Gaming Regulatory Authority or Applicable Gaming Laws as set forth on in Section 5.4(a4.4(a) of the Company Disclosure LetterLetter (the “Requisite Gaming Approvals”, and collectively with the approvals described in clauses (i) through (iv), the “Company Approvals”), no material actions, filings, notices, reports, consents, registrations, approvals, permits, declarations permits or authorizations are required to be made by the Company or any of its Subsidiaries with, nor are any required to be made or obtained by the Company or any of its Subsidiaries with or from any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Gulf Effective Time, except those that the failure to make or obtain as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the consummation of the Transactions have a Company Material Adverse Effect or reasonably be expected to result in a Material Adverse Effectprevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) under Antitrust Lawspursuant to the DGCL, (ii) pursuant to or under the CCCHSR Act, the Exchange Act and the Securities Act, including the filing of the Consent Solicitation Statement with the SEC, (iii) required to be made with Nasdaqthe NYSE, (iv) with respect to state securities, takeover and “blue sky” Laws and (v) the other filings required by Governmental Entities set forth on Section 5.4(a) of the Company Disclosure Letter, no material actions, filings, notices, reports, consents, registrations, approvals, permits, declarations or authorizations are required to be made by the Company or any of its Subsidiaries with, nor are any required to be made or obtained by the Company or any of its Subsidiaries with or from any Governmental EntityEntity or Industry Association, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the consummation of the Transactions or reasonably be expected to result in a Material Adverse EffectTransactions.