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

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) pursuant to Section 1.5, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and any other applicable antitrust, competition or similar Laws of any foreign jurisdiction, (C) the filing with the SEC of the Offer Document and Schedule 14D-9, (D) under the rules of the NYSE, and (E) pursuant to any applicable foreign or state securities or blue sky laws (collectively, clauses (A) through (E), 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 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, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or (y) prevent, materially delay or materially impair the consummation of the Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings filings, approvals and/or notices (A) pursuant to Section 1.51.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the “HSR Act”), ) and any other applicable antitrust, competition or similar Laws of any foreign jurisdictionAntitrust Laws, (C) under the filing with the SEC of the Offer Document Exchange Act and Schedule 14D-9, (D) under required to be made with the rules of the NYSE, and NYSE (E) pursuant such approvals referred to any applicable foreign or state securities or blue sky laws (collectively, clauses in subsections (A) through (ED) of this Section 5.1(d)(i), 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 domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would are not, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or (y) prevent, materially delay or materially impair the consummation of the Transactions.transactions contemplated by this

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) pursuant to Section 1.51.3, (B) under the Exchange Act and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the “HSR Act”), “) and any notices to, approvals of, or consents or clearances by, any other applicable antitrust, competition or similar Laws of any foreign jurisdiction, (C) the filing with the SEC of the Offer Document and Schedule 14D-9, (D) under the rules of the NYSE, and (E) pursuant to any applicable foreign or state securities or blue sky laws Governmental Antitrust Entity (collectively, clauses (A) through (E), 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 domestic, multinational or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity Entity“), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger 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 are not, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or (y) prevent, materially delay prevent or materially impair the consummation of the Transactionstransactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) pursuant to Section 1.51.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the “HSR Act”), and any other applicable antitrust, competition or similar Laws of any foreign jurisdiction, (C) under the filing with Securities Exchange Act of 1934, as amended (the SEC of the Offer Document and Schedule 14D-9“Exchange Act”), (D) under the rules of the NYSEto comply with state securities or “blue-sky” laws, and (E) required to be made with the Nasdaq Stock Market, (F) that are required and customary filings pursuant to any applicable foreign or state securities or blue sky laws environmental transfer statutes and (collectively, clauses (AG) through (E), the “Company Approvals”)notification of change of ownership pursuant to National Industrial Security Program rules, 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 domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, (x) individually or in the aggregate, not be reasonably likely to have a Company Material Adverse Effect or (y) prevent, materially delay or materially impair the consummation of the TransactionsEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) pursuant to Section 1.51.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the “HSR ActXXX Xxx”), and any other applicable antitrust, competition or similar Laws of any foreign jurisdiction(X) xxxxx xxx Xxxxxxxx Xxx, (CX) the filing to comply with state securities or “blue-sky” Laws, (E) required to be made with the SEC of the Offer Document and Schedule 14D-9, (D) under the rules of the NYSENasdaq Stock Market, and (EF) that are required and customary pursuant to any applicable foreign or state securities or blue sky laws (collectively, clauses (A) through (E), the “Company Approvals”)environmental transfer statutes, 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 domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity Entity”), in connection with the execution, delivery and performance of this Agreement and the Voting Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby and thereby, except those that the failure to make or obtain would notnot reasonably be expected to have, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or (y) prevent, materially delay or materially impair the consummation of the TransactionsEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger and filings and/or notices (A) pursuant to Section 1.5, (B) under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the “HSR Act”), any other applicable antitrust laws and any other applicable antitrust, competition or similar Laws of any foreign jurisdiction, (CB) under the filing with the SEC of the Offer Document and Schedule 14D-9Exchange Act, (DC) under the rules of the NYSE, NASDAQ Global Select Market (“NASDAQ”) and (ED) pursuant to any applicable foreign or state securities or blue sky laws (collectively, clauses (A) through (ED), 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 Governmental Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect Change or (y) prevent, materially delay or materially impair the consummation of the Transactionstransactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) pursuant to Section 1.51.3, (B) under with respect to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and any other applicable antitrust, competition or similar Laws of any foreign jurisdictionCFIUS Approval, (C) under the Exchange Act, (D) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the Offer Document Proxy Statement relating to the adoption of this Agreement and Schedule 14D-9approval of the Merger by the shareholders of the Company, (DE) under the rules and regulations of the NYSENYSE American (f/k/a NYSE MKT, LLC) (“NYSE American”) and (EF) pursuant to any applicable foreign non-U.S. or U.S. state securities or blue sky laws (collectively, clauses (A) through (EF), 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 Governmental Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, not (x) individually or in the aggregate, be reasonably likely to have result in a Company Material Adverse Effect Change or (y) prevent, materially delay or materially impair the consummation of the Transactionstransactions contemplated by this Agreement.