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

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3; (ii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”); (iii) required to be made with NASDAQ; (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” laws; (v) with or to those foreign Governmental Entities regulating competition and antitrust Laws listed on Section 5.4(a) of the Company Disclosure Letter; and (vi) required to be made under any environmental, health or safety Law (including the rules and regulations of the FDA and equivalent foreign Governmental Entities), no notices, reports or other filings are required to be made by the Company with, nor are any registrations, consents, 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 by this Agreement, 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.

Governmental Filings; No Violations; Certain Contracts, Etc. (ai) Other than the reports, registrations, consents, approvals, permits, authorizations, filings and/or notices and/or filings (iA) pursuant to Section 1.3; ‎1.4, (iiB) under the HSR Act, the Exchange Act and the Securities Act of 1933Act, as amended (the “Securities Act”); (iiiC) required to be made with NASDAQ; the NYSE, (ivD) for or pursuant to other applicable foreign securities Law approvals, under state securities, takeover and “blue sky” laws; (v) with or to those foreign Governmental Entities regulating competition and antitrust Laws listed on Section 5.4(a) of the Company Disclosure Letter; Laws, and (viE) (if any) required to be made under any environmental, health or safety Law (including with the rules and regulations of the FDA and equivalent foreign Governmental Entities)Federal Communications Commission, no notices, reports or other filings are required to be made by the Company Parent with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by the Company Parent, Merger Sub 1 or Merger Sub 2 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 and the Voting Agreements by the Company Parent, Merger Sub 1 or Merger Sub 2 and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely be expected to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (ah) Other than the reports, registrations, consents, approvals, permits, authorizations, filings and/or notices and/or filings (iA) pursuant to Section 1.3; 2.2, (iiB) under the HSR Investment Canada Act, the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”); (iiiC) required to be made by the Financial Industry Regulatory Authority, (D) required by the Investment Dealers Association of Canada, (E) required by the Financial Services Authority, (F) in connection with NASDAQ; the Proxy Statement and (ivG) for or pursuant to other applicable foreign securities Law approvals, state or provincial securities, takeover and “blue skyBlue Sky” laws; Laws (v) with or to those foreign Governmental Entities regulating competition and antitrust Laws listed on Section 5.4(a) of collectively, the Company Disclosure Letter; and (vi) required to be made under any environmental, health or safety Law (including the rules and regulations of the FDA and equivalent foreign Governmental Entities“Parent Approvals”), no notices, reports or other filings are required to be made by the Company Parent or Canadian Sub with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by the Company Parent or Canadian Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), Entity in connection with the execution execution, delivery and delivery performance of this Agreement by the Company Parent and Canadian Sub and the consummation by the Company of the Merger Arrangement and the other transactions contemplated by this Agreementhereby (including, without limitation, the issuance of the Parent Arrangement Shares and the Canadian Sub Acquisition Shares), or in connection with the continuing operation of the business of the Parent and its Subsidiaries following the Closing, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (ai) Other than the reports, registrations, consents, approvals, permits, authorizations, filings and/or notices and/or filings (iA) pursuant to Section 1.3; ‎1.4, (iiB) under the HSR Act, the Exchange Act and the Securities Act of 1933Act, as amended (the “Securities Act”); (iiiC) required to be made with NASDAQ; the NYSE, (ivD) for or pursuant to other applicable foreign securities Law approvals, under state securities, takeover and “blue sky” laws; (v) with or to those foreign Governmental Entities regulating competition and antitrust Laws listed on Section 5.4(a) of the Company Disclosure Letter; and (viE) (if any) required to be made under any environmental, health or safety Law (including with the rules and regulations of the FDA and equivalent foreign Governmental Entities)Federal Communications Commission, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution execution, delivery and delivery performance of this Agreement and the Voting Agreements by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby, 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 are would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (ai) Other than the reports, registrations, consents, approvals, permits, authorizations, filings and/or notices and/or filings (iA) pursuant to Section 1.3; 1.4, (iiB) under the HSR Act, the Exchange Act and the Securities Act of 1933Act, as amended (the “Securities Act”); (iiiC) required to be made with NASDAQ; the NYSE, (ivD) for or pursuant to other applicable foreign securities Law approvals, under state securities, takeover and “blue sky” laws; (v) with or to those foreign Governmental Entities regulating competition and antitrust Laws listed on Section 5.4(a) of the Company Disclosure Letter; Laws, and (viE) (if any) required to be made under any environmental, health or safety Law (including with the rules and regulations of the FDA and equivalent foreign Governmental Entities)Federal Communications Commission, no notices, reports or other filings are required to be made by the Company Parent with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by the Company Parent, Merger Sub 1 or Merger Sub 2 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 and the Voting Agreements by the Company Parent, Merger Sub 1 or Merger Sub 2 and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely be expected to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement.