Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. Other than the (i) filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ii) Approvals under applicable Antitrust Laws and applicable foreign investment Laws, (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and “blue sky” Laws, (vi) CFIUS Approval, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice (collectively, the “Parent Approvals”), no Approvals are required to be made by Parent or Merger Sub with, nor are any required to be made or obtained by Parent or Merger Sub with or from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Xxxxxx and Merger Sub and the consummation of the Transactions or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the Transactions

Governmental Filings; No Violations. Other than the (a) Except for (i) filing of compliance with, and filings under, the Merger Proposal and Merger Notice with the Companies Registrar and all such HSR Act, any other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrarapplicable Antitrust Laws, (ii) Approvals under applicable Antitrust Laws compliance with, and applicable foreign investment Lawsfilings 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) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made compliance with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and “blue sky” LawsLaws 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 Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) compliance, filings with and approvals of The NASDAQ Stock Market to permit the Parent Shares that are to be issued in the Merger to be listed on The NASDAQ Stock Market, and (vi) CFIUS Approvalcompliance with, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice (collectivelyfilings under, the “Parent Approvals”)French Foreign Investment Laws, no Approvals notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals or authorizations required to be made or obtained by either Parent or Merger Sub with or from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Xxxxxx each of Parent and Merger Sub and or the consummation of the Transactions or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective TimeMerger, except those that the failure to make or obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the TransactionsEffect.

Governmental Filings; No Violations. Other than the (i) Other than any reports, filings, registrations, approvals and/or notices (A) required to be made pursuant to Section 1.2 and (B) required to be made under the HSR Act, the EC Merger Regulation, the Securities Act and the Exchange Act and state securities and “blue sky” laws (including, without limitation, the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL a Registration Statement on Form F-6 with respect to the consummation of Parent ADRs to be issued in connection with the Merger and the issuance of the Certificate of Merger by the Companies RegistrarMerger), (iiC) Approvals under applicable Antitrust Laws and applicable foreign investment Laws, (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or TASEIsraeli Securities Authority (“ISA”), (vD) Approvals under state securities, takeover and required to be made with the Tel Aviv Stock Exchange Ltd. (“blue sky” LawsTASE”), (viE) CFIUS Approvalrequired to be made with The Nasdaq Stock Market, Inc. (vii) Approval by the U.S. Department of State“Nasdaq”), (viii) Approval by the DCSA and (ixF) required under the IIA Notice Foreign Antitrust Filings and the Other Governmental Filings (collectivelyitems (B) through (F) (inclusive), the “Parent Required Statutory Approvals”), no Approvals notices, reports, registrations or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by Parent or Merger Sub with or from, any Governmental Entity Entity, in connection with the execution, execution and delivery by Parent and performance Merger Sub of this Agreement and the consummation by Xxxxxx Parent and Merger Sub of the Merger and the consummation of the Transactions or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Timeother transactions contemplated hereby, except as for those notices, reports, registrations or other filings that the failure to make or obtain would notnot be reasonably expected to have, either individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactionstransactions contemplated hereby.

Governmental Filings; No Violations. Other than the (i) filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ii) Approvals under applicable Antitrust Laws and applicable foreign investment Laws, (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or NASDAQ and TASE, (v) Approvals under state securities, takeover and “blue sky” Laws, (vi) CFIUS Approval, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice (collectively, the “Parent Approvals”), no Approvals are required to be made by Parent or Merger Sub with, nor are any required to be made or obtained by Parent or Merger Sub with or from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Xxxxxx Parent and Merger Sub and the consummation of the Transactions or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the Transactions.

Governmental Filings; No Violations. (a) 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 (i) filing of the Merger Proposal pursuant to Section 1.2 and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarSection 2.3, (ii) Approvals required under applicable Antitrust Laws the rules and applicable foreign investment Lawsregulations of the NYSE and NASDAQ, (iii) filings and other Approvals as may be required under the Exchange ActHSR Act or any other applicable Antitrust Laws, the Exchange Act and the Securities Act or Israeli Securities LawAct, (iv) filings and other Approvals as may be required to be made comply with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and securities or “blue blue-sky” Laws, (v) as may be required with or to the FCC under the Communications Laws, (vi) CFIUS Approval, as may be required with or to the PUCs and other local and state Governmental Entities pursuant to applicable Utilities Laws and (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice (collectively, the “Parent Approvals”)as may be required with or to Foreign Regulators pursuant to Foreign Regulatory Laws, no Approvals filings, notices or reports are required to be made by Parent or RMT Partner, Merger Sub or any other of RMT Partner’s Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be made or obtained by Parent or RMT Partner, Merger Sub with or any other of RMT Partner’s Subsidiaries from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Xxxxxx RMT Partner and Merger Sub and or the consummation by RMT Partner and Merger Sub of the Transactions Transactions, except, in each case, those that the failure to make or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except as obtain would not, individually or in the aggregate, reasonably be expected likely to have, a Parent have an RMT Partner Material Adverse Effect or to prevent, materially delay or materially impair the ability of Parent RMT Partner to consummate the Transactions.

Governmental Filings; No Violations. Other than the (i) Other than any reports, filings, registrations, approvals and/or notices (A) required to be made pursuant to Section 1.2 and (B) required to be made under the HSR Act, the EC Merger Regulation, the Securities Act, the Exchange Act and state securities and “blue sky” laws (including, without limitation, the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL a Registration Statement on Form F-6 with respect to the consummation of Parent ADRs to be issued in connection with the Merger and the issuance of the Certificate of Merger by the Companies RegistrarMerger), (iiC) Approvals under applicable Antitrust Laws and applicable foreign investment Laws, (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or TASEIsraeli Securities Authority (“ISA”), (vD) Approvals under state securities, takeover and required to be made with the Tel Aviv Stock Exchange Ltd. (“blue sky” LawsTASE”), (viE) CFIUS Approvalrequired to be made with the Nasdaq Global Select Market System of The Nasdaq Stock Market, Inc. (vii“Nasdaq”) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ixF) required to be made or given to, filed with or obtained from Governmental Entities by virtue of the IIA Notice jurisdictions in which the Parent or its Subsidiaries conduct business or own any assets (collectivelyitems (B) through (F), inclusive, the “Parent Required Statutory Approvals”), no Approvals notices, reports, registrations or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by Parent or Merger Sub with or from, any Governmental Entity Entity, in connection with the execution, execution and delivery by Parent and performance Merger Sub of this Agreement and the consummation by Xxxxxx Parent and Merger Sub of the Merger and the consummation of the Transactions or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Timeother transactions contemplated hereby, except as for those that the failure to make or obtain would notnot be reasonably likely to have, either individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect or prevent, materially delay or materially impair have a material adverse effect on the ability of Parent or Merger Sub to consummate the Transactionstransactions contemplated hereby.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, expirations of waiting periods or authorizations (i) filing required under foreign direct investment Laws of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation jurisdictions set forth on Section 3.5(a)(i) of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarParent Disclosure Letter, (ii) Approvals required to be filed by Parent pursuant to its periodic reporting obligations under applicable Antitrust Laws and applicable foreign investment Lawsthe Securities Exchange Act of 1934, as amended, or (iii) filings and other Approvals as may be required under set forth on Section 3.5(a)(iii) of the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and “blue sky” Laws, (vi) CFIUS Approval, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice Parent Disclosure Letter (collectively, the “Parent Required Approvals”), no Approvals notices, reports, consents, registrations, approvals, permits, waivers, licenses, exemptions or other filings are required to be made by Parent, NewCo, any Transferred Subsidiary or any of the Parent or Merger Sub Entities with, nor are any Permits required to be made or obtained by Parent, NewCo, any Transferred Subsidiary or any of the Parent or Merger Sub with or Entities from, any Governmental Entity Entity, in connection with the execution, delivery and performance of this Agreement the Transaction Documents by Xxxxxx and Merger Sub and Parent, NewCo, any Transferred Subsidiary or any Parent Entity or the consummation of the Transactions or in connection with and the continuing operation of transactions contemplated by the business of Parent and its Subsidiaries following the Effective TimeAncillary Agreements, except as those filings, notices, reports, consents, registrations, approvals, expirations of waiting periods, authorizations or Permits that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have, have a Parent Material Adverse Effect or prevent, materially delay or materially impair impede the ability performance by Parent, NewCo or any Parent Ancillary Counterparty of Parent to consummate their respective obligations under this Agreement or the TransactionsAncillary Agreements or the consummation of the transactions contemplated hereby or thereby.

Governmental Filings; No Violations. (i) Other than the filings and/or notices (iA) filing under the HSR Act, (B) the necessary notices and, if any, approvals of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect FCC pursuant to the consummation Communications Act or the FCC Rules, (C) the necessary notices and necessary approvals, if any, of the Merger and PUCs identified in the issuance of the Certificate of Merger by the Companies Registrar, (ii) Approvals under applicable Antitrust BellSouth Disclosure Letter pursuant to Utilities Laws and applicable foreign investment Laws, (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and “blue sky” Laws, (vi) CFIUS Approval, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ixD) the IIA Notice necessary notices and approvals of Foreign Governmental Entities identified in the BellSouth Disclosure Letter (collectively, such filings and/or notices of BellSouth being the “Parent Approvals”"BellSouth Required Consents"), no Approvals notices, reports or other filings are required to be made by Parent or Merger Sub it with, nor are any -41- consents, registrations, approvals, permits or authorizations required to be made or obtained by Parent it or Merger Sub with or its Subsidiaries from, any Governmental Entity Entity, in connection with the execution, execution and delivery and performance of this Agreement by Xxxxxx and Merger Sub it and the consummation by it of the Transactions BellSouth Contribution or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective TimeBellSouth Additional Closings hereby, except as those that the failure to make or obtain would not, individually or in the aggregate, be reasonably be expected likely to have, have a Parent Material Adverse Effect on the BellSouth Companies or prevent, materially delay or materially impair the its ability of Parent to consummate the Transactionstransactions contemplated by this Agreement.

Governmental Filings; No Violations. Other than the (a) Except for (i) filing compliance with, and filings under, the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger 1976, as amended, and the issuance of rules and regulations thereunder (the Certificate of Merger by the Companies Registrar“HSR Act”), (ii) Approvals under applicable Antitrust Laws compliance with, and applicable foreign investment Lawsfilings 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 supplements thereto, the “Proxy Statement”), (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made compliance with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and “blue sky” LawsLaws 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 applicable requirements of the NYSE MKT LLC (the “NYSE MKT”), and (vi) CFIUS Approval, such other items as disclosed in Section 5.04(a) of the Company Disclosure Schedule (the items set forth above in clauses (i) through (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice (collectively), the “Parent Company Required Governmental Approvals”), no Approvals notices, reports or other filings are required to be made by Parent or Merger Sub the Company with, nor are any consents, registrations, approvals or authorizations required to be made or obtained by Parent or Merger Sub with or the Company from, any domestic or foreign governmental or regulatory body, commission, agency, court, instrumentality, authority or other legislative, executive or judicial entity (each, a “Governmental Entity Entity”) in connection with the execution, delivery and performance of this Agreement by Xxxxxx and Merger Sub and the Company or the consummation of the Transactions or in connection with Offer, the continuing operation of Merger and the business of Parent and its Subsidiaries following the Effective Timeother transactions contemplated hereby, except those that the failure to make or obtain, as the case may be, would notnot have or reasonably be expected to have, individually or in the aggregate, reasonably be expected to have, a Parent Company Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the TransactionsEffect.

Governmental Filings; No Violations. (i) Other than the filings and/or notices (iA) contemplated by Section 1.3, (B) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) under the Exchange Act, (D) contemplated by Section 6.3 (which include the filing of the Registration Statement), (E) otherwise required to be made by Parent, the Company or Merger Proposal and Merger Notice Sub under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Companies Registrar Merger or any of the transactions contemplated by this Agreement, and all such (F) required to be made with governmental or regulatory authorities in any jurisdiction outside the United States, no notices, reports or other notices filings are required to be made with, nor are any consents, registrations, approvals, permits or filings authorizations required under to be obtained by it from, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other xxxxxxxxxxxx xxxxxxxxx or instrumentality, or any quasi-governmental or private body exercising any regulatory or governmental or quasi-governmental authority (a "Governmental Entity"), in connection with the ICL with respect to execution and delivery of this Agreement by it and the consummation by it of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ii) Approvals under applicable Antitrust Laws and applicable foreign investment Laws, (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and “blue sky” Laws, (vi) CFIUS Approval, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice (collectively, the “Parent Approvals”), no Approvals are required to be made by Parent or Merger Sub with, nor are any required to be made or obtained by Parent or Merger Sub with or from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Xxxxxx and Merger Sub and the consummation of the Transactions or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Timetransactions contemplated hereby, except as would those that the failure to make or obtain are not, individually or in the aggregate, reasonably be expected likely to have, a Parent have Material Adverse Effect on it or prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement or materially impair the ability of Parent the Surviving Corporation, the Company, the Parent, or any of their respective affiliates, following consummation of the Merger, to consummate the Transactionsconduct any material business or operations in any jurisdiction where they are now being conducted.

Governmental Filings; No Violations. (a) Other than the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations pursuant to, in compliance with or required to be made under, (i) filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarDGCL, (ii) Approvals under applicable Antitrust Laws and applicable foreign investment Lawsthe Exchange Act, (iii) filings and other Approvals as may be required under the Exchange HSR Act, the Securities Act or Israeli Securities Law, (iv) filings those set forth in Section 5.4(a)(iv), Section 8.1(b) and other Approvals as may be required to be made with NASDAQ, Section 8.1(c) of the NYSE and/or TASECompany Disclosure Letter, (v) Approvals under the rules and regulations of NASDAQ and (vi) state securities, takeover and “blue sky” LawsLaws (the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (vi) CFIUS Approval, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice (collectively), the “Parent Approvals”), no Approvals filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by Parent or Merger Sub from or to be given by Parent or Merger Sub to, or be made by Parent or Merger Sub with, nor are any required to be made or obtained by Parent or Merger Sub with or from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Xxxxxx Parent and Merger Sub and the consummation of the Transactions or in connection with Merger and the continuing operation of the business of Parent and its Subsidiaries following the Effective Timeother transactions contemplated by this Agreement, except as those that the failure to give, make or obtain would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect prevent or prevent, materially delay or materially impair the ability consummation of Parent to consummate the TransactionsMerger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings and/or notices (iA) filing under the HSR Act, (B) the necessary notices and, if any, approvals of the Merger Proposal FCC pursuant to the Communications Act or the FCC Rules, (C) the necessary notices and Merger Notice necessary approvals, if any, of the state and foreign public utility commissions or similar state or foreign regulatory bodies (each a "PUC") identified in the SBC Disclosure Letter pursuant to applicable state or foreign laws regulating CMRS (together with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger FCC Rules and the issuance of the Certificate of Merger by the Companies RegistrarFAA Rules, (ii"Utilities Laws") Approvals under applicable Antitrust Laws and applicable foreign investment Laws, (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and “blue sky” Laws, (vi) CFIUS Approval, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ixD) the IIA Notice necessary notices and approvals of foreign Governmental Entities identified in the SBC Disclosure Letter (collectively, such filings and/or notices being the “Parent Approvals”"SBC Required Consents"), no Approvals notices, reports or other filings are required to be made by Parent it or Merger Sub its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by Parent it or Merger Sub with or its Subsidiaries from, any Governmental Entity Entity, in connection with the execution, execution and delivery and performance of this Agreement by Xxxxxx and Merger Sub it and the consummation by it of the Transactions SBC Contribution or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective TimeSBC Additional Closings hereby, except as those that the failure to make or obtain would not, individually or in the aggregate, be reasonably be expected likely to have, have a Parent Material Adverse Effect on the SBC Companies or prevent, materially delay or materially impair the its ability of Parent to consummate the Transactionstransactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) 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 Spinco Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) filing of the Merger Proposal pursuant to Section 1.2 and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarSection 2.3, (ii) Approvals required under applicable Antitrust Laws the rules and applicable foreign investment Lawsregulations of the NYSE, (iii) filings required under the HSR Act or any other applicable Antitrust Laws, the Exchange Act and other Approvals the Securities Act, (iv) to comply with state securities or “blue-sky” Laws, and (v) as may be required under the Exchange Act, the Securities Act with or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with NASDAQ, the NYSE and/or TASE, (v) Approvals under state securities, takeover and “blue sky” Foreign Regulators pursuant to Foreign Regulatory Laws, (vi) CFIUS Approvalno filings, (vii) Approval by the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice (collectively, the “Parent Approvals”), no Approvals notices or reports are required to be made by Parent RMT Partner, Merger Subs or Merger Sub any other of RMT Partner’s Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be made or obtained by Parent RMT Partner, Merger Subs or Merger Sub with or any other of RMT Partner’s Subsidiaries from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Xxxxxx RMT Partner and Merger Sub and Subs or the consummation by RMT Partner and Merger Subs of the Transactions Transactions, except, in each case, those that the failure to make or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except as obtain would not, individually or in the aggregate, reasonably be expected likely to have, a Parent have an RMT Partner Material Adverse Effect or to prevent, materially delay or materially impair the ability of Parent RMT Partner to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (i) filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarHSR Act, (ii) Approvals under applicable Antitrust Laws and applicable foreign investment Lawspursuant to the DGCL, (iii) filings and other Approvals as may be required under the Exchange Act, the Securities Act or Israeli Securities Law, (iv) filings and other Approvals as may be required to be made with or obtained from the SEC, including the filing with the SEC of the Schedule 14D-9, (iv) required to be made with or by the NASDAQ, the NYSE and/or TASE, (v) Approvals under the Takeover Statutes and state securities, takeover securities and “blue sky” Laws, Laws and (vi) CFIUS Approval, (viiset forth in Section 4.04(a)(vi) Approval by of the U.S. Department of State, (viii) Approval by the DCSA and (ix) the IIA Notice Company Disclosure Schedule (collectively, the “Parent Company Approvals”), and assuming the accuracy of the representations and warranties set forth in Section 5.04(a), no Approvals expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by Parent the Company or Merger Sub any of its Subsidiaries with, nor are any required to be made or obtained by Parent the Company or Merger Sub with or any of its Subsidiaries from, any Governmental Entity Entity, in connection with the execution, execution and delivery of and performance of under this Agreement by Xxxxxx and Merger Sub the Company and the consummation of the Transactions transactions contemplated by this Agreement or in connection with continued operation in the continuing operation Ordinary Course of Business of the business of Parent Company and its Subsidiaries immediately following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have, result in a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the TransactionsEffect.