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

Governmental Filings; No Violations; Certain Contracts, Etc. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), (C) required to be made with the Nasdaq National Market and (D) state securities and “blue sky” laws, 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 governmental or regulatory authority, agency, commission, body or other governmental 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 are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (ia) Other than the filings and/or notices (Ai) pursuant to Section 1.3, (Bii) under the HSR Act, (iii) under the Exchange Act Communications Act, including any rules, regulations and orders (the Securities Act “FCC Rules”) of 1933the FCC, as amended, and (iv) under the rules and regulations promulgated thereunder (of the “Securities Act”), (C) required to be made with the Nasdaq National Market NYSE and (Dv) under any state securities and or “blue sky” laws, no notices, reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits Permits or authorizations required to be obtained by the Company or its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental 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, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent prevent, materially delay or materially impair the ability consummation of the Company to consummate the transactions contemplated by this Agreement.