Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational or transnational governmental, competition or regulatory authority, court, arbitral tribunal, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws laws (the “Foreign Competition Laws”) in connection with the MergerMergers, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws, (D) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (E) as may be required with or to the local and state public utility commissions or similar local and state regulatory bodies (each, a “PUC”) and other local and state Governmental Entities pursuant to applicable local and state Laws regulating the telecommunications business or services (“Utilities Laws”) and (DF) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Lawslaws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunaltribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by the Company of the Merger Mergers and the other transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (ia) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (Ai) pursuant to Section 1.31.03, (Bii) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws laws (the “Foreign Competition Laws”) in connection with the Merger), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (Ciii) required to comply with state securities or “blue-sky” Laws Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (Dv) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Lawslaws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunaltribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance by each of this Agreement by the Company and/or and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Merger Mergers and the other transactions contemplated herebyTransactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (ia) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (Ai) pursuant to Section 1.31.03, (Bii) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws laws (the “Foreign Competition Laws”) in connection with the Merger), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (Ciii) required to comply with state securities or “blue-sky” Laws Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (Dv) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Lawslaws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunaltribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance by each of this Agreement by the Company and/or and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Wax Merger and the other transactions contemplated herebyTransactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair Effect. The representations and warranties set forth in this Section 3.04(a) shall apply with respect to the ability Amended and Restated Agreement and are made as of the Company to consummate the MergerExecution Date.

Governmental Filings; No Violations. (ia) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation and Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (Ai) pursuant to Section 1.32.3, (Bii) required under the Xxxx-Xxxxx-Xxxxxx rules and regulations of the NYSE and NASDAQ, (iii) required under the HSR Act and any other applicable Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (Civ) to comply with state securities or “blue-sky” Laws and Laws, (Dv) as may be required with or to foreign the FCC under the Communications Laws, (vi) as may be required with or to the PUCs and transnational other local and state Governmental Entities pursuant to applicable foreign Utilities Laws and transnational Laws regarding the provision of broadcasting (vii) as may be required with or audio-visual media services (such Governmental Entities, “to Foreign Regulators”, and such Laws, “Regulators pursuant to Foreign Regulatory Laws”), no filings, notices and/or or reports are required to be made by the Company or its Subsidiaries Remainco with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries Remainco from, any domestic, foreign, multinational or transnational governmental, competition or regulatory authority, court, arbitral tribunal, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by the Company of the Merger and the other transactions contemplated herebyRemainco, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Company Remainco Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (i) Other than the necessary reports, filings, notices, reportsregistrations, consents, registrations, approvals, permits, expirations authorizations, applications, expiry of waiting periods or authorizations and/or notices (A) pursuant to Section 1.31.3 hereof, (B) required under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended amendex (the “HSR Act”xxx "XXX Xxx"), (C) or under any applicable foreign non-U.S. competition Laws laws, (the “Foreign Competition Laws”D) in connection with the Merger, under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “"Exchange Act”"), and (E) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “"Securities Act”"), (CF) to comply under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the "1940 Act"), (G) under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the "Advisers Act"), and with applicable state regulatory authorities governing investment advisors, (H) with or required by the NYSE and any other stock exchange on which the Common Shares are listed, (I) with the National Association of Securities Dealers, Inc. (the "NASD"), (J) required under applicable federal, state and non-U.S. regulatory authorities governing insurance, (K) required by federal, state and non-U.S. regulatory authorities governing financial services, banking (including, but not limited to, the Federal Deposit Insurance Corporation (the "FDIC") and the Office of Thrift Supervision (the "OTS")), insurance premium finance, consumer finance, investment services, commercial finance and mortgage lending or servicing, (L) required by applicable federal and non-U.S. regulatory authorities governing foreign investments, or (M) required under state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”)"Blue Sky" laws, no filingsmaterial notices, notices and/or reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any material consents, registrations, approvals, permitspermits applications, expirations expiry of waiting periods or authorizations required to be obtained by the Company or any of its Subsidiaries from, from any domestic, foreign, multinational U.S. or transnational governmental, competition non-U.S. governmental or regulatory authority, court, arbitral tribunalagency, commission, tribunal, body or other legislativegovernmental, executive or judicial governmental entity quasi-governmental, regulatory or self-regulatory agency entity, including, without limitation, any state insurance department or insurance or consumer finance regulatory agency, in each case, of competent jurisdiction (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, each a “"Governmental Entity”) "), in connection with the execution, execution and delivery and performance of this Agreement by the Company and/or and the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, those that to the failure to make extent arising out of, or obtain would notrelating to, individually the business or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability nature of the Company to consummate the Mergerand its Subsidiaries.

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable , the foreign competition Laws laws set forth on Section 5.1(d)(i)(B) of the Company Disclosure Letter (the “Foreign Competition Laws”) in connection with the Merger), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws and Laws, (D) as may be required with or to the Federal Communications Commission (“FCC”) pursuant to the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (E) with or to the local and state public utility commissions or similar local and state regulatory bodies (each, a “PUC”) and the local and state Governmental Entities and other entities identified in Section 5.1(d)(i)(E) of the Company Disclosure Letter pursuant to applicable local and state Laws regulating the telecommunications and satellite delivered video and audio businesses or services (“Utilities Laws”) and (F) with or to the foreign and transnational regulatory bodies (each, a “Foreign Regulator”) and the foreign and transnational Governmental Entities and other entities identified in Section 5.1(d)(i)(F) of the Company Disclosure Letter pursuant to applicable foreign and transnational Laws regarding regulating the provision of telecommunications and broadcasting services, including direct broadcast satellite services, and/or the ownership, operation or audio-visual media services installation of telecommunications and broadcasting networks and facilities, including satellites, or the use of radio frequencies (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunaltribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) or in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (ia) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation and Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (Ai) pursuant to Section 1.32.3, (Bii) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements rules and regulations of the NYSE and NASDAQ, (iii) required under the HSR Act of 1976, as amended (the “HSR Act”) or any other applicable foreign competition Laws (the “Foreign Competition Antitrust Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (Civ) to comply with state securities or “blue-sky” Laws and Laws, (Dv) as may be required with or to foreign the FCC under the Communications Laws, (vi) as may be required with or to the PUCs and transnational other local and state Governmental Entities pursuant to applicable foreign Utilities Laws and transnational Laws regarding the provision of broadcasting (vii) as may be required with or audio-visual media services (such Governmental Entities, “to Foreign Regulators”, and such Laws, “Regulators pursuant to Foreign Regulatory Laws”), no filings, notices and/or or reports are required to be made by the Company or its Subsidiaries any Spinco Entity with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries any Spinco Entity from, any domestic, foreign, multinational or transnational governmental, competition or regulatory authority, court, arbitral tribunal, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by the Company and/or Spinco or the consummation by the Company Spinco of the Merger and the other transactions contemplated herebyTransactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Company Spinco Material Adverse Effect or to prevent, materially delay or materially impair the ability of the Company Spinco to consummate the MergerTransactions.

Governmental Filings; No Violations. (a) Except for (i) Other than the necessary filingscompliance with, noticesand filings under, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”), (ii) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Schedule 14D-9 and, if the Shareholders Meeting is required pursuant to this Agreement, of a proxy statement relating to the Shareholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or any applicable foreign competition Laws (supplements thereto, the “Foreign Competition LawsProxy Statement”), (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (iv) the filing with the Department of State of the Commonwealth of Pennsylvania the Articles of Merger, ; (v) compliance with the Securities Exchange Act applicable requirements of 1934, as amended the NYSE MKT LLC (the “Exchange ActNYSE MKT”), and (vi) such other items as disclosed in Section 5.04(a) of the Securities Act of 1933, as amended Company Disclosure Schedule (the “Securities Act”items set forth above in clauses (i) through (vii), (C) to comply with state securities or the “blue-sky” Laws and (D) as may be required with or to foreign and transnational Company Required Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory LawsApprovals”), no filingsnotices, notices and/or reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods approvals or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational domestic or transnational governmental, competition foreign governmental or regulatory authoritybody, commission, agency, court, arbitral tribunalinstrumentality, commission, body authority or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or or the consummation by of the Company of Offer, the Merger and the other transactions contemplated hereby, except, in each case, except those that the failure to make or obtain obtain, as the case may be, would notnot have or reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (a) Except for (i) Other than compliance with, and filings under, the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended and the rules and regulations thereunder (the “HSR Act”), any other applicable Antitrust Laws, Exon-Fxxxxx and the rules and regulations thereunder and any Law applicable to the CFIUS Approval, (ii) or compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement/Prospectus and the Form F-4 and the declaration by the SEC of the effectiveness of the Form F-4, and any applicable foreign competition other federal securities laws, (iii) compliance with state securities, takeover and “blue sky” Laws (and the “Foreign Competition Laws”) filing of documents with various state securities authorities that may be required in connection with the Mergertransactions contemplated hereby, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) compliance with the applicable requirements of The NASDAQ Stock Market and Euronext, as applicable, and (vi) compliance with, and notices under, the Securities Exchange Act of 1934, as amended International Traffic in Arms Regulations and other export regulations (the “Exchange Act”items set forth above in clauses (i) through (vi), and the Securities Act of 1933, as amended (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Company Required Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory LawsApprovals”), no filingsnotices, notices and/or reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods approvals or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational domestic or transnational governmental, competition foreign governmental or regulatory authoritybody, commission, agency, court, arbitral tribunalinstrumentality, commission, body authority or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or or the consummation by the Company of the Merger and the other transactions contemplated herebyMerger, except, in each case, except those that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (i) Other than The execution, delivery and performance by the necessary filingsCompany of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement require no authorization or other action by or in respect of, noticesor filing with, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations any (A) pursuant to Section 1.3federal, state, local, municipal, foreign or other government; (B) required under governmental, quasi-governmental, supranational or regulatory authority (including any governmental division, department, agency, commission, instrumentality, organization, unit or body and any court or other tribunal); (C) regulatory or self-regulatory organization (including the XxxxSEC, FINRA, Nasdaq and any other Exchange); or (D) arbitral tribunal (public or private) (each, a “Governmental Authority”) other than (1) the filing of the Certificate of Merger and all necessary other documentation with the Secretary of State of the State of Delaware, (2) compliance with any applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (3) or compliance with any applicable requirements of any other Antitrust Laws set forth on Section 5.1(d)(i) of the Company Disclosure Schedule, (4) compliance with any applicable requirements of any applicable foreign competition Laws Governmental Authority as set forth on Section 5.1(d)(i) of the Company Disclosure Schedule, (the “Foreign Competition Laws”5) in connection compliance with the Merger, any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”)) and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (C6) compliance with any applicable rules of the Nasdaq, (7) the FINRA Approvals and the State BD Approvals, (8) approvals of, or notice filings required by, applicable state mortgage licensing Laws with respect to comply a change in ownership or control of each Subsidiary of the Company that is licensed as a mortgage broker, lender or similar entity under applicable state Laws, (9) approvals of, or notice filings required by, applicable state insurance regulators with respect to a change in ownership or control of each Subsidiary of the Company that is licensed as an insurance agent, broker or producer under applicable state securities or “blue-sky” Laws Laws, and (D10) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational or transnational governmental, competition or regulatory authority, court, arbitral tribunal, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, those that the where failure to make obtain such authorization or obtain take any such action would notnot reasonably be expected to (x) have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, (y) prevent or materially delay or materially impair the ability consummation of the Company to consummate Mergers or any of the Mergerother transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations filings and/or notices (A) pursuant to Section 1.3, (B) required under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the “"HSR Act”) or any applicable foreign competition Laws (the “Foreign Competition Laws”) in connection with the Merger"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and the Securities Act of 1933, as amended (the “"Securities Act”"), the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), (C) to comply with state securities or “"blue-sky” Laws and " laws, (D) required to be made with the New York Stock Exchange, Inc. (the "NYSE"), the National Association of Securities Dealers, Inc. ("NASD") and the Pacific Exchange, Inc., and other applicable self-regulatory organizations, applicable state banking authorities and applicable federal regulatory agencies including the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, and (E) the filing of appropriate documents with, and, to the extent necessary, approval of, the respective Commissioners of Insurance of the states of Arizona, California, New York and the insurance authorities of the Cayman Islands and such notices and consents as may be required with under the insurance laws of any jurisdiction in which the Company, Parent or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision any of broadcasting their respective subsidiaries is domiciled or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”)does business, no filings, reports or notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational or transnational governmental, competition governmental or regulatory authority, court, arbitral tribunalagency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “"Governmental Entity”) "), in connection with the execution, execution and delivery and performance of this Agreement by the Company and/or and the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (i) Other Except as set forth on Section 5.1(d)(i) of the Company Disclosure Schedules, other than the necessary filings, notices, any reports, consentsfilings, registrations, approvals, permits, expirations of waiting periods or authorizations approvals and/or notices (A) required to be made pursuant to Section 1.31.2, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the European Commission Council Regulation (EC) or any applicable foreign competition Laws 139/2004 (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange ActEC Merger Regulation”), and the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act and (C) required to comply with state securities consummate the Merger under competition Laws in jurisdictions in which, on the one hand, the Company or its Subsidiaries have material operations and, on the other hand, either Parent or its Subsidiaries have operations (collectively, but excluding the items covered by clause (B) above, the “blue-sky” Laws and Foreign Antitrust Filings”), or (D) as may be required with or to foreign and transnational from Governmental Entities pursuant to applicable foreign solely by virtue of the jurisdictions in which the Company or its Significant Subsidiaries conduct business or own any assets (collectively, but excluding items covered by clauses (B) and transnational Laws regarding (C) above, the provision of broadcasting or audio-visual media services “Other Governmental Filings”) (such Governmental Entitiesitems (B) through (D), the “Foreign Regulators”, and such Laws, “Foreign Regulatory LawsCompany Required Statutory Approvals”), no filingsnotices, notices and/or reports reports, registrations or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries from, any domesticUnited States or foreign federal, foreignstate, multinational or transnational governmental, competition local governmental or regulatory authority, court, arbitral tribunalagency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency including, without limitation, the FDA and the DEA (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, each a “Governmental Entity”) ), in connection with the execution, execution and delivery and performance of this Agreement by the Company and/or and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby (including pursuant to the Stockholders Agreement), exceptexcept for those notices, in each casereports, those registrations or other filings that the failure to make or obtain would notnot be reasonably expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Mergertransactions contemplated by this Agreement.

Governmental Filings; No Violations. (ia) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (Ai) pursuant to Section 1.31.03, (Bii) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws laws (the “Foreign Competition Laws”) in connection with the Merger), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (Ciii) required to comply with state securities or “blue-sky” Laws Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as Confidential Treatment Requested by New Fox, Inc. Pursuant to 17 C.F.R. Section 200.83 amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (Dv) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Lawslaws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunaltribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance by each of this Agreement by the Company and/or and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Wax Merger and the other transactions contemplated herebyTransactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair Effect. The representations and warranties set forth in this Section 3.04(a) shall apply with respect to the ability Amended and Restated Agreement and are made as of the Company to consummate the MergerExecution Date.

Governmental Filings; No Violations. (a) Except for (i) Other than the necessary filingscompliance with, noticesand filings under, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 and the rules and regulations thereunder (the “HSR Act”) or and any other applicable foreign competition Antitrust Laws, (ii) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement/Prospectus and a registration statement on Form S-4 and the declaration by the SEC of the effectiveness of the Form S-4, and any other federal securities laws, (iii) compliance with state securities, takeover and “blue sky” Laws (and the “Foreign Competition Laws”) filing of documents with various state securities authorities that may be required in connection with the Mergertransactions contemplated hereby, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) compliance with the applicable requirements of The NASDAQ Stock Market, (vi) compliance with, and notices under, the Securities Exchange Act International Traffic in Arms Regulations and other export regulations, and (vii) compliance with, and filings under, the Laws applicable to approval of 1934an investment by the French Ministère de l’Economie, as amended de l’Industrie et du Numérique (the “Exchange ActFrench Ministry of the Economy”), ) under Articles L.151-3 and R.153-1 et seq. of the Securities Act French Monetary and Financial Code in respect of 1933, as amended foreign investment controls (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “French Foreign Regulators”, and such Laws, “Foreign Regulatory Investment Laws”), no filingsnotices, notices and/or reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods approvals or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational domestic or transnational governmental, competition foreign governmental or regulatory authoritybody, commission, agency, court, arbitral tribunalinstrumentality, commission, body authority or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or or the consummation by the Company of the Merger and the other transactions contemplated herebyMerger, except, in each case, except those that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, any reports, consentsfilings, registrations, approvals, permits, expirations of waiting periods or authorizations approvals and/or notices (A) required to be made pursuant to Section 1.31.2, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the European Commission Council Regulation (EC) or any applicable foreign competition Laws 139/2004 (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange ActEC Merger Regulation”), and the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and state securities, takeover and “blue sky” laws, (C) required to comply be made or given to, filed with state securities or obtained from Governmental Entities by virtue of the jurisdictions in which the Company or its Subsidiaries conduct business or own any assets (collectively, with those filings and approvals set forth in Section 5.2(d)(i) of the Parent Disclosure Schedules, the “blue-sky” Laws and Foreign Antitrust Filings”), (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding set forth on Section 5.2(d)(i) of the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”Company Disclosure Schedules, and such Laws(E) required to be made with the New York Stock Exchange (the “NYSE”) (items (B) through (D), inclusive, the “Foreign Regulatory LawsCompany Required Statutory Approvals”), no filingsnotices, notices and/or reports reports, registrations or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries from, any domesticUnited States or foreign federal, foreignstate, multinational or transnational governmental, competition local governmental or regulatory authority, court, arbitral tribunalagency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency including, without limitation, the FDA and the DEA (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, each a “Governmental Entity”) ), in connection with the execution, execution and delivery and performance of this Agreement by the Company and/or and the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, except for those that the failure to make or obtain would are not, either individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair have a material adverse effect on the ability of the Company to consummate the Mergertransactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other Except as set forth on Section 5.1(d)(i) of the Company Disclosure Schedules, other than the necessary filings, notices, any reports, consentsfilings, registrations, approvals, permits, expirations of waiting periods or authorizations approvals and/or notices (A) required to be made pursuant to Section 1.31.2, (B) required under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the European Commission Council Regulation (EC) or any applicable foreign competition Laws 139/2004 (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange ActEC Merger Regulation”), and the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act and (C) required to comply with state securities consummate the Merger under competition Laws in jurisdictions in which, on the one hand, the Company or its Subsidiaries have material operations and, on the other hand, either Parent or its Subsidiaries have operations (collectively, but excluding the items covered by clause (B) above, the “blue-sky” Laws and Foreign Antitrust Filings”), or (D) as may be required with or to foreign and transnational from Governmental Entities pursuant to applicable foreign solely by virtue of the jurisdictions in which the Company or its Significant Subsidiaries conduct business or own any assets (collectively, but excluding items covered by clauses (B) and transnational Laws regarding (C) above, the provision of broadcasting or audio-visual media services “Other Governmental Filings”) (such Governmental Entitiesitems (B) through (D), the “Foreign Regulators”, and such Laws, “Foreign Regulatory LawsCompany Required Statutory Approvals”), no filingsnotices, notices and/or reports reports, registrations or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries from, any domesticUnited States or foreign federal, foreignstate, multinational or transnational governmental, competition local governmental or regulatory authority, court, arbitral tribunalagency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency including, without limitation, the FDA and the DEA (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, each a “Governmental Entity”) ), in connection with the execution, execution and delivery and performance of this Agreement by the Company and/or and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby (including pursuant to the Stockholders Agreement), exceptexcept for those notices, in each casereports, those registrations or other filings that the failure to make or obtain would notnot be reasonably expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Mergertransactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than (i) Other than the filing of the Certificate of Merger pursuant to Section 1.3 and (ii) the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (Bany of the foregoing being a “Consent”) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any other applicable foreign competition Antitrust Laws (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations Consents required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational foreign or transnational governmental, competition competition, foreign investment or other regulatory authority, court, arbitral tribunaltribunal agency, commission, body, board, ministry, bureau, commission, quasi-governmental body exercising governmental authority or other legislative, executive executive, judicial, taxing, regulatory, or judicial administrative governmental entity entity, stock exchange or self-regulatory agency (including any political subdivision thereof agency, whether national, state, provincial, local or any state-owned or state-controlled enterprise) multinational (each, a “Governmental Entity”) ), in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, those that the failure to make or obtain would notnot have or would not reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

Governmental Filings; No Violations. (i) Other Except as set forth on Section 5.1(d)(i) of the Sicor Disclosure Schedules, other than the necessary filings, notices, any reports, consentsfilings, registrations, approvals, permits, expirations of waiting periods or authorizations approvals and/or notices (A) required to be made pursuant to Section 1.31.2, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, (C) the filings with or approvals from Governmental Entities required solely by virtue of the jurisdictions in which Sicor or its Significant Subsidiaries conduct business or own any assets under (1) Ley Federal de Competencia Economica (Mexico) and the regulations promulgated thereunder, (2) the Lithuanian Law on Competition and (3) Brazilian merger control Law No. 8884/1994 (collectively, the “Foreign Antitrust Filings”) and (D) to comply with state securities or the rules and regulations of the National Association of Securities Dealers, Inc. (the “blue-sky” Laws and NASD”) (items (B) through (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding (inclusive)), the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory LawsSicor Required Statutory Approvals”), no filingsnotices, notices and/or reports reports, registrations or other filings are required to be made by the Company or its Subsidiaries Sicor with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries Sicor from, any domesticUnited States or foreign federal, foreignstate, multinational or transnational governmental, competition local governmental or regulatory authority, court, arbitral tribunalagency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency including, without limitation, the FDA (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, each a “Governmental Entity”) ), in connection with the execution, execution and delivery and performance of this Agreement by the Company and/or and the consummation by the Company Sicor of the Merger and the other transactions contemplated herebyhereby (including pursuant to the Stockholders Agreement), except, in each case, except for those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be likely to have a Company Sicor Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Sicor to consummate the Mergertransactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) the filings pursuant to Section 1.3, (B) required the notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”) or any applicable foreign competition Laws (the “Foreign Competition Laws”) in connection with the Merger"), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “"Securities Act”"), (C) the filings and/or notices to comply with state securities or “"blue-sky” Laws and " laws, (D) the necessary notices to and, if any, approvals of the Federal Communica tions Commission ("FCC") pursuant to the Communications Act of 1934, as may be required with amended, and (E) the necessary notices to and necessary approvals, if any, of the state public utility commissions or to foreign and transnational Governmental Entities similar state regulatory bodies (each a "PUC") identified in its respective Disclosure Letter pursuant to applicable foreign and transnational Laws regarding state laws regulating the provision of broadcasting telephone, mobile cellular, paging, cable television or audio-visual media services other telecom- munications business ("Utilities Laws") (such Governmental Entities, “Foreign Regulators”, filings and/or notices of SBC being the "SBC Required Consents" and such Laws, “Foreign Regulatory Laws”of the Company being the "Company Required Consents"), no filingsnotices, notices and/or reports or other filings are required to be made by the Company it to or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods per mits or authorizations required to be obtained by the Company or its Subsidiaries it from, any domestic, foreign, multinational or transnational governmental, competition governmental or regulatory authority, court, arbitral tribunalagency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “"Governmental Entity”) "), in connection with the execution, execution and delivery and performance of this Agreement and the Stock Option Agreement by the Company and/or it and the consummation by the Company it of the Merger and the other transactions contemplated herebyhereby and thereby, except, in each case, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect on it or to prevent, materially delay or materially impair its ability to effect, the ability consummation by it of the Company to consummate transactions con templated by this Agreement or the MergerStock Option Agreement.

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations reports and/or notices (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”) or any applicable foreign competition Laws (the “Foreign Competition Laws”) in connection with the Merger"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") and the Securities Act of 1933, as amended (the “"Securities Act”"), (C) to comply with state securities or “"blue-sky” Laws and " Laws, (D) required to be made with the New York Stock Exchange (the "NYSE"), and (E) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance or similar regulatory authorities of the states set forth in Section 5.1(d) of the Company Disclosure Letter and (F) required to be made with the United Kingdom ("UK") Office of Fair Trading or the Commission of the European Communities, the UK Financial Services Authority, the Council of Lloyds and the Minister for Enterprise Trade and Employment of Ireland and such notices and consents and expiry of waiting periods as may be required with under the insurance company controller laws of the UK and under the antitrust notification or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational insurance Laws regarding of any state or country in which the provision Company, Parent or any of broadcasting their respective Subsidiaries is domiciled or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”)does business, no filingsnotices, notices and/or reports or other filings are required to be made by the Company or its Subsidiaries or Joint Ventures with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries or Joint Ventures from, any domestic, foreign, multinational foreign or transnational governmental, competition domestic governmental or regulatory authority, court, arbitral tribunalagency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “"Governmental Entity”) "), in connection with the execution, execution and delivery and performance of this Agreement by the Company and/or and the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (a) Except for (i) Other than compliance with, and filings under, the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 and the rules and regulations thereunder (the “HSR Act”) or and any other applicable foreign competition Antitrust Laws, (ii) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement/Prospectus and a registration statement on Form S-4 and the declaration by the SEC of the effectiveness of the Form S-4, and any other federal securities laws, (iii) compliance with state securities, takeover and “blue sky” Laws (and the “Foreign Competition Laws”) filing of documents with various state securities authorities that may be required in connection with the Mergertransactions contemplated hereby, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) compliance with the applicable requirements of The NASDAQ Stock Market, (vi) compliance with, and notices under, the Securities Exchange Act International Traffic in Arms Regulations and other export regulations, and (vii) compliance with, and filings under, the Laws applicable to approval of 1934an investment by the French Ministère de l’Economie, as amended de l’Industrie et du Numérique (the “Exchange ActFrench Ministry of the Economy”), ) under Articles L.151-3 and R.153-1 et seq. of the Securities Act French Monetary and Financial Code in respect of 1933, as amended foreign investment controls (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “French Foreign Regulators”, and such Laws, “Foreign Regulatory Investment Laws”), no filingsnotices, notices and/or reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods approvals or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational domestic or transnational governmental, competition foreign governmental or regulatory authoritybody, commission, agency, court, arbitral tribunalinstrumentality, commission, body authority or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or or the consummation by the Company of the Merger and the other transactions contemplated herebyMerger, except, in each case, except those that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerEffect.

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, any reports, consentsfilings, registrations, approvals, permits, expirations of waiting periods or authorizations approvals and/or notices (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws ), the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder, the “Foreign Competition LawsSecurities Act”) in connection with the Merger), the Securities Exchange Act of 1934, as amended (and the rules and regulations promulgated thereunder, the “Exchange Act”)) and state securities, takeover and “blue sky” laws, (B) the Securities Act filings with or approvals from Governmental Entities required solely by virtue of 1933the jurisdictions in which Company or its Subsidiaries conduct business or own any assets listed on Section 3.1(d) of the Company Disclosure Schedules (collectively, as amended (the “Securities ActForeign Antitrust Filings”), ) and (C) to comply with state securities or the rules and regulations of the Financial Industry Regulatory Authority (“blue-sky” Laws and FINRA”) (Ditems (A) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding through (C) (inclusive)), the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory LawsCompany Required Statutory Approvals”), no filingsnotices, notices and/or reports reports, registrations or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries from, any domesticUnited States or non-United States federal, foreignstate, multinational or transnational governmental, competition local governmental or regulatory authority, court, arbitral tribunalagency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, each a “Governmental Entity”) ), in connection with the execution, execution and delivery and performance of this Agreement by the Company and/or and the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, except for those that the failure to make or obtain would notare not reasonably likely to, either individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the MergerMerger and the other transactions contemplated hereby.