Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (c) such filings as may be required under the rules and regulations of the NYSE, (d) the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (e) consents, approvals, authorizations or permits of, filings, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none None of the execution, delivery or performance of this Agreement by the Company Company, or the consummation by the Company of the Merger, Subsequent Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, declaration, authorization or permit of, or filing or registration with or notification to, or any other action by or in respect of, any Governmental Entity, other than (a) the filing and recordation of the Certificate Articles of Merger as required by the DGCLIBCA, (b) the Company Shareholder Approval, (c) compliance with any applicable foreignrequirements of the HSR Act, federal or state securities or blue sky Laws(d) compliance with any applicable requirements of the Illinois Public Utilities Act, the Illinois Gas Storage Act, the Illinois Gas Pipeline Safety Act and the Illinois Gas Transmission Facilities Act, in each case as amended (the “Illinois Statutes”) including pursuant notice to and, if necessary, approval of, the Illinois Commerce Commission (the “ICC”), (e) the approval of the California Public Utilities Commission (the “CPUC”) of a change in control over Central Valley Gas Storage, LLC, (f) approval of the Federal Communications Commission (“FCC”) for the transfer of control over the FCC licenses of Northern Illinois Gas Company (“Nicor Gas”), a wholly owned subsidiary of the Company, under Section 310(d) of the Communications Act of 1934, 47 U.S.C. § 310(d) (the approvals in subsections (d), (e) and (f) being referred to herein as the “Company Required Governmental Approvals”), (g) compliance with the applicable requirements of the Exchange Act or the Securities Act and the Exchange Act, (c) such including filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) compliance with any applicable foreign securities Laws or Blue Sky Laws, (i) filings required under the rules and regulations of the NYSE, (d) the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (ej) such consents, approvals, authorizations or permits ofdeclarations, authorizations, permits, filings, registrations with registrations, notifications or notifications toactions which, any Governmental Entity (including with respect to any Competition Laws)if not obtained or made, the failure of which to obtain or make would not have or would not (A) reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none None of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCLNYBCL, (b) the Company Shareholder Approval, (c) compliance with any applicable foreignrequirements of the HSR Act, federal or state securities or blue sky Laws(d) the approval of each of the New York Public Service Commission (the “NYPSC”) and the Federal Energy Regulatory Commission (the “FERC”) (the approvals described in clauses (c) and (d), including pursuant together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Securities Act and the Exchange Act, (cf) such filings as may be required under the rules and regulations of the NYSENew York Stock Exchange, (dg) the filing with notification of the SEC of a joint proxy statement/prospectus in definitive form relating transactions contemplated by this Agreement to the matters to be submitted to Committee on Foreign Investment in the Company stockholders at United States (“CFIUS”) under Section 721 of Title VII of the Company Stockholders Meeting Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, as modified by the matters to be submitted to Foreign Investment and National Security Act of 2007 (“DPA”), (h) the Parent stockholders at approval of the Parent Stockholders Meeting Federal Communications Commission (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4FCC”) and (eh) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to haveEntity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. Assuming Except for (i) the accuracy filing with the SEC of the representations Joint Proxy Statement and warranties of Parent and Merger Sub the Registration Statement (each as defined in Section 4.55.11(a)) in which the Joint Proxy Statement will be included as a prospectus of Menlo with respect to the issuance of Menlo Common Stock in the Merger, none and declaration of effectiveness of the executionRegistration Statement, delivery or performance and the filing with the SEC of this Agreement by the Company or the consummation by the Company of such other reports required in connection with the Merger or any under, and such other transaction contemplated by this Agreement will require compliance with, the Securities Exchange Act of 1934 (with or without notice or lapse of timethe “Exchange Act”), or both) any consentand the Securities Act and the rules and regulations thereunder, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (aii) the filing of the Merger Proposal with the Israeli Registrar of Companies and all such other notices or filings required under the Companies Law with respect to the consummation of the Merger and the issuance of the Certificate of Merger as required by the DGCL, Israeli Registrar of Companies and the obtaining of the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; (biii) compliance with any notices and filings under all applicable foreigndomestic or foreign antitrust Laws and all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, federal restrict or state securities regulate actions having the purpose or blue sky effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, “Antitrust Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, ”); (civ) such filings and approvals as may are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Menlo Common Stock constituting the Merger Consideration; (v) any filings required under the rules and regulations of Nasdaq and (vi) any filings required by the NYSEUnited States Food and Drug Administration (the “FDA”), the European Medicines Agency (d) the filing “EMA”), the Israel Ministry of Health and any other Governmental Entity that is concerned with the SEC marketing, sale, use, handling and control, safety, efficacy, reliability or manufacturing of drugs, biological products and medical devices (each, a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus“Regulatory Authority”), and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (e) no consents, approvalsapprovals of, filings or registrations with, or orders, authorizations or permits ofauthority of any federal, filingsstate, registrations with local or notifications toforeign government, any Governmental Entity court of competent jurisdiction, administrative agency, commission or other governmental (including with respect to any Competition Laws), the failure of which to obtain multi-government) authority or make would not have or would not reasonably be expected to have, individually or in the aggregateinstrumentality (each, a Company Material Adverse Effect“Governmental Entity”) are necessary in connection with (a) the execution and delivery by Foamix of this Agreement, and (b) the consummation by Foamix of the Merger and the other transactions contemplated by this Agreement.

Required Filings and Consents. Assuming The execution and delivery of this Agreement by Global do not, and the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement Global will not, require (with or without notice or lapse of time, or both) any consent, approval, order, authorization or permit of, or declaration, registration, filing or registration with with, or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), other than except for (ai) the filing applicable requirements, if any, of the Certificate of Merger as required by the DGCL, (bA) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) such filings as may be required under the rules and regulations of the NYSEincluding, (d) without limitation, the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”Statement and of the Registration Statement (as defined in Section 5.10(a)) and in which the filing with the SECJoint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (B) state securities or "blue sky" laws, (C) the DGCL and the DLLC Act to file the Certificate of Merger or other appropriate documentation and (D) the New York Stock Exchange (the "NYSE"), (ii) those required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (thx "XXX Xxx"), (xxi) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the Federal Aviation Administration (the "FAA"), and any approvals of such applications and notices, or (B) with the Federal Communications Commission (the "FCC") under the Securities Communications Act of 1934, as amended (the "Communications Act"), and any approvals of a registration statement on Form S-4 such applications and notices, which, in the case of this clause (iv), are required or appropriate with respect to the issuance transactions contemplated by this Agreement and related to Global's ownership or operation of communications or broadcast towers and the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, assets and any amendments or supplements thereto, the “Form S-4”) properties relating thereto and (ev) consents, approvals, authorizations or permits of, customary filings, registrations notices and approvals with any state public service, public utility commissions, state environmental agencies or notifications to, any Governmental Entity (including similar state regulatory bodies with respect to any Competition Laws), the failure transactions contemplated by this Agreement and related to the consummation of which to obtain the Merger and the other transactions contemplated by this Agreement as a result of Global's ownership or make would not have operation of communications or would not reasonably be expected to have, individually or in broadcast towers and the aggregate, a Company Material Adverse Effectassets and properties relating thereto.

Required Filings and Consents. Assuming The execution and delivery of this Agreement by the accuracy of Company do not, and the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a “Governmental Entity”) on the part of the Company, other than except (a) the for applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”) and filing and recordation of the Certificate of Merger as required by the DGCL, ; (b) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to for those required by the applicable requirements Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the Securities Act and the Exchange “HSR Act, ”); (c) such filings as may be for those required by the Federal Communications Commission or any successor entity (the “FCC”) under the rules Communications Act of 1934 and the rules, regulations and policies of the NYSE, FCC promulgated thereunder (the “FCC Approvals”); (d) for such filings and approvals as are required to be made or obtained with or from any state public service or public utility commission or similar state regulatory bodies (the “State PUC”) in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (collectively, the “State Approvals”); (e) for the filing with the SEC and the American Stock Exchange of a joint the proxy statement/prospectus in definitive form relating to statement (the matters “Proxy Statement”) to be submitted mailed to the Company stockholders at Stockholders in connection with the meeting of the Company Stockholders Meeting and the matters to be submitted called to consider the Parent stockholders at the Parent Stockholders Meeting Merger (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/ProspectusStockholders’ Meeting”); (f) and the filing with the SEC, and declaration those that may be required solely by reason of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares Parent’s participation in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus transactions contemplated hereby; or (g) where failure to obtain such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (e) consents, approvals, authorizations or permits ofpermits, filingsor to make such filings or notifications, registrations with or notifications tohas not had, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the The execution, delivery or and performance of this Agreement by the Company or and the consummation by the Company of the Merger or any other transaction transactions contemplated by this Agreement Agreement, including the Merger, do not and will not require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any international, foreign, supranational, national, federal, state, provincial or local governmental, regulatory or administrative authority, including the SEC and any self-regulatory authority (“SRO”) (including the New York Stock Exchange, or any successor entity or entities thereto (collectively, the “NYSE”), the National Association of Securities Dealers, Inc. (“NASD”), and the National Futures Association (the “NFA”)), agency, commission, court, tribunal or arbitral body, whether domestic or foreign, and in each case whether legislative, executive, judicial or otherwise (each, a “Governmental Entity”), other than than: (ai) the filing and recordation of the Certificate of Merger as required by with the DGCL, Secretary of State of the State of Delaware; (bii) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (iii) any filings with, and approvals from, relevant state securities administrators or related to the blue sky laws of various states; (civ) such the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement (the “Company Proxy Statement”) relating to a special meeting of the stockholders of the Company to consider the adoption of this Agreement (the “Company Stockholders Meeting”); (v) the filings as may be or notices required or contemplated under the Advisers Act; (vi) the filings or notices required by, and any approvals required under the rules and regulations of of, the NYSE, NASD or other SROs (dincluding the NYSE and the NFA)); (vii) compliance with and filings under (A) the filing with Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus“HSR Act”), and (B) other applicable competition or merger control Laws of any amendments or supplements thereto, jurisdiction (the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4Foreign Merger Control Laws”) and (eviii) in such other circumstances where the failure to obtain such consents, approvals, authorizations or permits ofpermits, filingsor to make such filings or notifications, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. Assuming The execution and delivery of this Agreement by the accuracy of Company do not, and the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a “Governmental Entity”) on the part of the Company, other than except (a) the for applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”) and filing and recordation of the Certificate of Merger as required by the DGCL, ; (b) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to for those required by the applicable requirements Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the Securities Act and the Exchange “HSR Act, ”); (c) such filings as may be for those required by the Federal Communications Commission or any successor entity (the “FCC”) under the rules Communications Act of 1934 and the rules, regulations and policies of the NYSE, FCC promulgated thereunder (the “FCC Approvals”); (d) for such filings and approvals as are required to be made or obtained with or from any state public service or public utility commission or similar state regulatory bodies (the “State PUC”) in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (collectively, the “State Approvals”); (e) for the filing with the SEC and the American Stock Exchange of a joint the proxy statement/prospectus in definitive form relating to statement (the matters “Proxy Statement”) to be submitted mailed to the Company stockholders at Stockholders in connection with the meeting of the Company Stockholders Meeting and the matters to be submitted called to consider the Parent stockholders at the Parent Stockholders Meeting Merger (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/ProspectusStockholders’ Meeting”); (f) and the filing with the SEC, and declaration those that may be required solely by reason of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares Parent’s participation in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus transactions contemplated hereby; or (g) where failure to obtain such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (e) consents, approvals, authorizations or permits ofpermits, filingsor to make such filings or notifications, registrations with or notifications tohas not had, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Required Filings and Consents. Assuming The execution and delivery of this Agreement by SpectraSite do not, and the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement SpectraSite will not, require (with or without notice or lapse of time, or both) any consent, approval, order, authorization or permit of, or declaration, registration, filing or registration with with, or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”), other than except for (ai) the filing applicable requirements, if any, of the Certificate of Merger as required by the DGCL, (bA) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (c) such filings as may be required under the rules and regulations of the NYSEincluding, (d) without limitation, the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) Statement and of the filing with Registration Statement in which the SECJoint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (B) state securities or “blue sky” laws, (C) the DGCL and the DLLC Act to file the Certificate of Merger or other appropriate documentation, (D) the New York Stock Exchange, (ii) those required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the Federal Aviation Administration (“FAA”), and any approvals of such applications and notices, or (B) with the Federal Communications Commission (the “FCC”) under the Securities Communications Act of 1934, as amended (the “Communications Act”), and any approvals of a registration statement on Form S-4 such applications and notices, which, in the case of this clause (iv), are required or appropriate with respect to the issuance transactions contemplated by this Agreement and related to SpectraSite’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto, (v) receipt of the Parent Shares in SpectraSite Stockholder Approval and the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4ATC Stockholder Approval, and any amendments or supplements thereto, the “Form S-4”(vi) and (e) consents, approvals, authorizations or permits of, customary filings, registrations notices and approvals with any state public service, public utility commissions, state environmental agencies or notifications to, any Governmental Entity (including similar state regulatory bodies with respect to any Competition Laws), the failure transactions contemplated by this Agreement and related to the consummation of which to obtain the Merger and the other transactions contemplated by this Agreement as a result of SpectraSite’s ownership or make would not have operation of communications or would not reasonably be expected to have, individually or in broadcast towers and the aggregate, a Company Material Adverse Effectassets and properties relating thereto.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and Merger Sub the Company in Section 4.53.5, none of the execution, delivery or performance of this Agreement by the Company Apex, Holdings, Parent and Merger Sub or the consummation by the Company Apex, Holdings, Parent and Merger Sub of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or the filing or registration with or notification to, any Governmental Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the pre-merger notification obligations of the HSR Act and the Competition Laws in Austria, Germany, Mexico, Poland, Russia and Turkey, (c) compliance with and filings under any applicable foreign, federal or state securities or blue sky Lawslaws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (cd) such filings as may be required under the rules and regulations submission to CFIUS of the NYSECFIUS Notice and receipt of the CFIUS Approval, (de) the filing filings and approvals with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 by PRC Governmental Entities with respect to the issuance transactions contemplated hereby, including (i) the filings with and/or approvals of NDRC and MOFCOM with respect to the Parent transactions contemplated hereby and (ii) SAFE’s registration and/or approvals in connection with the transactions contemplated hereby, including registration and/or approvals for conversion of RMB funds into U.S. dollar funds and transfer of U.S. dollar funds to Merger Sub or the holders of Shares or other interests pursuant to or in connection with this Agreement (the Mergerfilings, approvals, acceptances and/or registrations referred to in which the Joint Proxy Statement/Prospectus will be included as a prospectus clauses (such Form S-4, i) and any amendments or supplements thereto(ii) of this Section 4.4(e) and Section 4.4(f) collectively, the “Form S-4PRC Regulatory Approvals”), (f) acceptance by the Shenzhen Stock Exchange (“SZSE”) of the disclosure of the major assets purchase report of Apex with respect to the transactions contemplated hereby (the “SZSE Clearance”) and (eg) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. As of the date hereof, none of Seine, Apex, Holdings, Parent or any of their respective affiliates (nor, to the Knowledge of Parent, any of the other Equity Financing Sources or any of their respective affiliates) have received any communication from the NDRC in respect of or relating to any of the transactions contemplated by this Agreement (other than the letter dated January 6, 2016 from the NDRC to Seine, which Parent has provided to the Company).

Required Filings and Consents. Assuming Excluding Gaming Notices and Gaming Approvals, the accuracy of the representations execution and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of this Agreement does not, and the Merger or any other transaction contemplated performance by the Company of this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, order, authorization or permit of, or declaration, registration, filing or registration with with, or notification to, any United States federal, state or local or any national, supranational or foreign government or any court, administrative or regulatory authority or commission or other governmental or government-authorized authority or agency, domestic or foreign (a “Governmental Entity”), other than except for applicable requirements, if any, of (aA) the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), including, the filing of the Certificate of Merger as required by Proxy Statement with the DGCLUnited States Securities and Exchange Commission (the “SEC”), (bB) compliance with any applicable foreign, federal or state securities or “blue sky sky” Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (c) such filings as may be required under the rules and regulations of the NYSE, (dC) the filing with NCBCA to file the SEC Articles of a joint proxy statement/prospectus in definitive form relating to Merger or other appropriate documentation and (D) the matters to be submitted to Nasdaq Stock Market (“Nasdaq”). The execution and delivery by the Company stockholders at of this Agreement will require the declaration, registration, filing with, or notification by the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectuscollectively, and any amendments or supplements thereto, the “Joint Proxy Statement/ProspectusGaming Notices”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (e) consents, approvals, authorizations or permits of, filings, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws), the failure Governmental Entities set forth in Section 3.5(a) of which the Company Disclosure Letter; and the performance by the Company of this Agreement will require the consent, approval, order, authorization or permit of the Governmental Entities (collectively, “Gaming Approvals”), set forth in Section 3.5(b) of the Company Disclosure Letter. At Closing, the Surrendered Jurisdictions included in Section 3.5(b) of the Company Disclosure Letter shall no longer be included in such Section 3.5(b) and any Non-Surrendered Jurisdictions (unless already included in Section 3.5(b) of the Company Disclosure Letter) shall be added to obtain or make would not have or would not reasonably be expected to haveSection 3.5(b) of the Company Disclosure Letter, individually or as further described in the aggregate, a Company Material Adverse EffectSection 5.4(d).

Required Filings and Consents. Assuming the accuracy The execution and delivery of the representations and warranties of Parent this Agreement by ATC and Merger Sub in Section 4.5do not, none of and the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the ATC and Merger or any other transaction contemplated by this Agreement Sub will not, require (with or without notice or lapse of time, or both) any consent, approval, order, authorization or permit of, or declaration, registration, filing or registration with with, or notification to, any Governmental Entity, other than except for (ai) the filing applicable requirements, if any, of the Certificate of Merger as required by the DGCL, (bA) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (c) such filings as may be required under the rules and regulations of the NYSEincluding, (d) without limitation, the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) Statement and of the filing with Registration Statement in which the SECJoint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (B) state securities or "blue sky" laws, (C) the DGCL and the DLLC Act to file the Certificate of Merger or other appropriate documentation, (D) the New York Stock Exchange, (ii) those required by the HSR Act, (iii) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the FAA, and any approvals of such applications and notices, or (B) with the FCC under the Securities Communications Act, and any approvals of a registration statement on Form S-4 such applications and notices, which, in the case of this clause (iv), are required or appropriate with respect to the issuance transactions contemplated by this Agreement and related to ATC's ownership or operation of communications or broadcast towers and the assets and properties relating thereto, (v) receipt of the Parent Shares in ATC Stockholder Approval and the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4SpectraSite Stockholder Approval, and any amendments or supplements thereto, the “Form S-4”(vi) and (e) consents, approvals, authorizations or permits of, customary filings, registrations notices and approvals with any state public service, public utility commissions, state environmental agencies or notifications to, any Governmental Entity (including similar state regulatory bodies with respect to any Competition Laws), the failure transactions contemplated by this Agreement and related to the consummation of which to obtain the Merger and the other transactions contemplated by this Agreement as a result of ATC's ownership or make would not have operation of communications or would not reasonably be expected to have, individually or in broadcast towers and the aggregate, a Company Material Adverse Effectassets and properties relating thereto.

Required Filings and Consents. Assuming The execution and delivery of this Agreement by the accuracy of Company do not, and the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), other than except (ai) the for applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and filing and recordation of the Certificate of Merger appropriate merger documents as required by the CBCA and the DGCL, (bii) compliance the filing by Parent and the Company of the Transaction Disclosure Documents (as defined herein) with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of Securities and Exchange Commission (the "SEC") in accordance with the Securities Act and of 1933, as amended (the Exchange "Securities Act, (c) such filings as may be required under the rules and regulations of the NYSE, (d) the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”") and the filing Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) for applicable actions, if any, by the Federal Communications Commission (the "FCC") granting its consent to the transfer of ownership of all licenses, permits, construction permits and other authorizations issued by the FCC in connection with the SECbusiness and operations of the Company and its subsidiaries, in connection with the consummation of the Merger and declaration of effectiveness under the Securities Acttransactions contemplated hereby (the "FCC Consents") and for consents or approvals of, of a registration statement on Form S-4 or notices to, such analogous state or local regulatory authorities with respect to transfer of ownership, in connection with the issuance Merger and the transactions contemplated hereby, of any license, franchise (including without limitation any written "Franchise" within the meaning of Section 602(8) of the Parent Shares in Communications Act), permit, construction permit or other authorization issued by such state or local regulatory authorities and held by the Merger, in which Company or its subsidiaries (the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4"Franchise Approvals"), and any amendments or supplements thereto, the “Form S-4”(iv) and (e) where failure to obtain such consents, approvals, authorizations or permits ofpermits, filingsor to make such filings or notifications, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of the Merger or the transactions contemplated by this Agreement.

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or Company, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the pre-merger notification obligations of the HSR Act, (c) compliance with any applicable foreign, federal or state securities or blue sky Lawslaws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (cd) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) and NASDAQ, (de) the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (ef) consents, approvals, authorizations or permits of, filings, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws)Entity, the failure of which to obtain or make would has not have had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Required Filings and Consents. Assuming the accuracy The execution and delivery of the representations and warranties of Parent this Agreement by Crown and Merger Sub in Section 4.5do not, none of and the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Crown and Merger or any other transaction contemplated by this Agreement Sub will not, require (with or without notice or lapse of time, or both) any consent, approval, order, authorization or permit of, or declaration, registration, filing or registration with with, or notification to, any Governmental Entity, other than except for (ai) the filing applicable requirements, if any, of the Certificate of Merger as required by the DGCL, (bA) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (c) such filings as may be required under the rules and regulations of the NYSEincluding, (d) without limitation, the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) Statement and of the filing with Registration Statement in which the SECJoint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (B) state securities or “blue sky” laws, (C) the DGCL and the DLLC Act to file the Certificate of Merger or other appropriate documentation and (D) the NYSE, (ii) those required by the HSR Act, (iii) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the FAA, and any approvals of such applications and notices, or (B) with the FCC under the Securities Communications Act, and any approvals of a registration statement on Form S-4 such applications and notices, which, in the case of this clause (iv), are required or appropriate with respect to the issuance transactions contemplated by this Agreement and related to Crown’s ownership or operation of communications or broadcast towers and the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, assets and any amendments or supplements thereto, the “Form S-4”) properties relating thereto and (ev) consents, approvals, authorizations or permits of, customary filings, registrations notices and approvals with any state public service, public utility commissions, state environmental agencies or notifications to, any Governmental Entity (including similar state regulatory bodies with respect to any Competition Laws), the failure transactions contemplated by this Agreement and related to the consummation of which to obtain the Merger and the other transactions contemplated by this Agreement as a result of Crown’s ownership or make would not have operation of communications or would not reasonably be expected to have, individually or in broadcast towers and the aggregate, a Company Material Adverse Effectassets and properties relating thereto.

Required Filings and Consents. Assuming No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state, local or foreign government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority (each, a “Governmental Entity”) is required to be obtained or made by or with respect to the accuracy Company or any of its Subsidiaries in connection with the representations execution and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company Company, the consummation of the Offer or the consummation by the Company of the Merger or any the other transaction transactions contemplated by this Agreement will require Agreement, except for (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b1) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, including the filing of the Schedule 14D-9 contemplated by Section 1.02(c) and, if required by applicable Law in connection with obtaining the Stockholder Approval, the filing with the SEC and mailing to the stockholders of the Company of a proxy statement prepared pursuant to Section 14 of the Exchange Act regarding the Merger (cthe “Proxy Statement”) such and the other transactions contemplated hereby, (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (3) any filings as may be or notices required under the rules and regulations of the NYSEOTC Markets Group, (d4) the filing compliance with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments applicable foreign or supplements thereto, the state securities or “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) blue sky laws,” and (e5) such other consents, approvals, authorizations or permits oforders, filingsauthorizations, registrations with or notifications toregistrations, any Governmental Entity (including with respect to any Competition Laws)declarations, filings and notices the failure of which to obtain be obtained or make made would not have or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected (x) to have a Company Material Adverse EffectEffect or (y) to prevent or materially delay the consummation of the Offer or prevent the Company from consummating the Merger.

Required Filings and Consents. Assuming the accuracy The execution and delivery of the representations and warranties of Parent this Agreement by ATC and Merger Sub in Section 4.5do not, none of and the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the ATC and Merger or any other transaction contemplated by this Agreement Sub will not, require (with or without notice or lapse of time, or both) any consent, approval, order, authorization or permit of, or declaration, registration, filing or registration with with, or notification to, any Governmental Entity, other than except for (ai) the filing applicable requirements, if any, of the Certificate of Merger as required by the DGCL, (bA) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (c) such filings as may be required under the rules and regulations of the NYSEincluding, (d) without limitation, the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) Statement and of the filing with Registration Statement in which the SECJoint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (B) state securities or “blue sky” laws, (C) the DGCL and the DLLC Act to file the Certificate of Merger or other appropriate documentation, (D) the New York Stock Exchange, (ii) those required by the HSR Act, (iii) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the FAA, and any approvals of such applications and notices, or (B) with the FCC under the Securities Communications Act, and any approvals of a registration statement on Form S-4 such applications and notices, which, in the case of this clause (iv), are required or appropriate with respect to the issuance transactions contemplated by this Agreement and related to ATC’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto, (v) receipt of the Parent Shares in ATC Stockholder Approval and the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4SpectraSite Stockholder Approval, and any amendments or supplements thereto, the “Form S-4”(vi) and (e) consents, approvals, authorizations or permits of, customary filings, registrations notices and approvals with any state public service, public utility commissions, state environmental agencies or notifications to, any Governmental Entity (including similar state regulatory bodies with respect to any Competition Laws), the failure transactions contemplated by this Agreement and related to the consummation of which to obtain the Merger and the other transactions contemplated by this Agreement as a result of ATC’s ownership or make would not have operation of communications or would not reasonably be expected to have, individually or in broadcast towers and the aggregate, a Company Material Adverse Effectassets and properties relating thereto.

Required Filings and Consents. Assuming Except for (i) the accuracy filing with the SEC of the representations Joint Proxy Statement and warranties of Parent and Merger Sub the Registration Statement (each as defined in Section 4.55.11(a)) in which the Joint Proxy Statement will be included as a prospectus, none and declaration of effectiveness of the executionRegistration Statement, delivery or performance and the filing with the SEC of this Agreement by such other reports required in connection with the Company or Merger under, and such other compliance with, the consummation by Exchange Act, the Company Securities Act and the rules and regulations thereunder, (ii) the obtaining of the Certificate of Merger or any other transaction contemplated by this Agreement will require from the Israeli Registrar of Companies pursuant to the Companies Law; (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (aiii) the filing of the Certificate New Menlo Charter with the Secretary of Merger as required by State of the State of Delaware pursuant to the DGCL, ; (biv) compliance with any notices and filings under all applicable foreign, federal or state securities or blue sky Antitrust Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange ActIsraeli Economic Competition Law, 5748-1988; (cv) such filings and approvals as may are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Menlo Common Stock constituting the Merger Consideration; (vi) a no action letter from the Israel Securities Authority (the “ISA”) with respect to the offering of Menlo Shares in Israel; (vii) any filings required under the rules and regulations of Nasdaq (including, inter alia, to permit the NYSE, (d) shares of Menlo Common Stock that are to be issued as the filing with Merger Consideration as well as the SEC shares of a joint proxy statement/prospectus in definitive form relating Menlo Common Stock that may be issued pursuant to the matters Contingent Stock Rights, to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4”listed thereon) and (eviii) any filings required any applicable Regulatory Authority, no consents, approvalsapprovals of, filings or registrations with, or orders, authorizations or permits of, filings, registrations with or notifications to, authority of any Governmental Entity are necessary in connection with (including with respect to any Competition Laws)a) the execution and delivery by Menlo of this Agreement, and (b) the failure consummation by Menlo of which to obtain or make would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectMerger and the other transactions contemplated by this Agreement.

Required Filings and Consents. Assuming Except for (i) the accuracy filing with the SEC of the representations Joint Proxy Statement and warranties of Parent and Merger Sub the Registration Statement (each as defined in Section 4.55.11(a)) in which the Joint Proxy Statement will be included as a prospectus, none and declaration of effectiveness of the executionRegistration Statement, delivery or performance and the filing with the SEC of this Agreement by such other reports required in connection with the Company or Merger under, and such other compliance with, the consummation by Exchange Act, the Company Securities Act and the rules and regulations thereunder, (ii) the obtaining of the Certificate of Merger or any other transaction contemplated by this Agreement will require from the Israeli Registrar of Companies pursuant to the Companies Law; (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (aiii) the filing of the Certificate New Menlo Charter with the Secretary of Merger as required by State of the State of Delaware pursuant to the DGCL, ; (biv) compliance with any notices and filings under all applicable foreign, federal or state securities or blue sky Antitrust Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange ActIsraeli Economic Competition Law, 5748-1988; (cv) such filings and approvals as may are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Menlo Common Stock constituting the Merger Consideration; (vi) a no action letter from the Israel Securities Authority (the “ISA”) with respect to the offering of Menlo Shares in Israel; (vii) any filings required under the rules and regulations of Nasdaq (including, inter alia, to permit the NYSE, (d) shares of Menlo Common Stock that are to be issued as the filing with Merger Consideration as well as the SEC shares of a joint proxy statement/prospectus in definitive form relating Menlo Common Stock that may be issued pursuant to the matters Contingent Stock Rights, to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, and any amendments or supplements thereto, the “Form S-4”listed thereon) and (eviii) any filings required any applicable Regulatory Authority, no consents, approvalsapprovals of, filings or registrations with, or orders, authorizations or permits of, filings, registrations with or notifications to, authority of any Governmental Entity are necessary in connection with (including with respect to any Competition Laws)a) the execution and delivery by Menlo of this Agreement, and (b) the failure consummation by Menlo of which to obtain or make would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.Merger and the other transactions contemplated by this Agreement. 49

Required Filings and Consents. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the The execution, delivery or and performance by Coors of this Agreement by Amendment and the Company or documents referred to in this Amendment to which it is a party and the consummation by the Company Coors of the Merger transactions contemplated hereby and thereby do not, and shall not, require any Approval, action by or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit in respect of, or filing or registration with or notification to, any Governmental Entity, other than to be made or obtained by Coors or its Subsidiaries, except for (ai) the filing of the Certificate of Merger as required by the DGCLCompetition Act Approval, (bii) the ICA Approval, (iii) the compliance with any applicable foreign, federal or state securities or blue sky Lawsrequirements of the HSR Act, including pre-merger notification requirements, (iv) any other applicable competition, merger control, antitrust or similar Law of foreign Governmental Entities, (v) the filing with the SEC and the mailing to the Coors stockholders of materials that amend, supplement or otherwise modify the Joint Proxy Statement/Circular, and the filing with the SEC of the Form 8-A, the Form S-3 and any reports that might be required pursuant to the applicable requirements 1934 Act in connection with the Combination Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, (vi) the filing with the Secretary of State of the Securities Act and State of Delaware of the Exchange Actrestated certificate of incorporation of Coors, in the form attached to the Combination Agreement as Exhibit G, (cvii) any Orders of applicable Canadian Securities Regulatory Authorities required by Section 2.6(a), (viii) such filings other filings, authorizations, decisions or orders as may be required under by the rules and regulations of the NYSE, the TSX or any state securities or blue sky laws, (dix) any approvals required by the filing Interim Order, the Final Order or filings with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and the filing with the SEC, and declaration of effectiveness Director under the Securities ActCBCA and/or (x) any other Approvals or Permits, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Mergerwhich, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4if not obtained, and any amendments or supplements thereto, the “Form S-4”) and (e) consents, approvals, authorizations or permits of, filings, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on Coors.

Required Filings and Consents. Assuming the accuracy The execution and delivery of the representations and warranties of Parent this Agreement by Crown and Merger Sub in Section 4.5do not, none of and the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Crown and Merger or any other transaction contemplated by this Agreement Sub will not, require (with or without notice or lapse of time, or both) any consent, approval, order, authorization or permit of, or declaration, registration, filing or registration with with, or notification to, any Governmental Entity, other than except for (ai) the filing applicable requirements, if any, of the Certificate of Merger as required by the DGCL, (bA) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (c) such filings as may be required under the rules and regulations of the NYSEincluding, (d) without limitation, the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) Statement and of the filing with Registration Statement in which the SECJoint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (B) state securities or "blue sky" laws, (C) the DGCL and the DLLC Act to file the Certificate of Merger or other appropriate documentation and (D) the NYSE, (ii) those required by the HSR Act, (iii) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the FAA, and any approvals of such applications and notices, or (B) with the FCC under the Securities Communications Act, and any approvals of a registration statement on Form S-4 such applications and notices, which, in the case of this clause (iv), are required or appropriate with respect to the issuance transactions contemplated by this Agreement and related to Crown's ownership or operation of communications or broadcast towers and the Parent Shares in the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4, assets and any amendments or supplements thereto, the “Form S-4”) properties relating thereto and (ev) consents, approvals, authorizations or permits of, customary filings, registrations notices and approvals with any state public service, public utility commissions, state environmental agencies or notifications to, any Governmental Entity (including similar state regulatory bodies with respect to any Competition Laws), the failure transactions contemplated by this Agreement and related to the consummation of which to obtain the Merger and the other transactions contemplated by this Agreement as a result of Crown's ownership or make would not have operation of communications or would not reasonably be expected to have, individually or in broadcast towers and the aggregate, a Company Material Adverse Effectassets and properties relating thereto.

Required Filings and Consents. Assuming The execution and delivery of this Agreement by SpectraSite do not, and the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement SpectraSite will not, require (with or without notice or lapse of time, or both) any consent, approval, order, authorization or permit of, or declaration, registration, filing or registration with with, or notification to, any Governmental EntityUnited States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other than governmental authority or agency, domestic or foreign (aa "GOVERNMENTAL ENTITY"), except for (i) the filing applicable requirements, if any, of the Certificate of Merger as required by the DGCL, (bA) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange ActAct of 1934, as amended (c) such filings as may be required under the rules and regulations of the NYSE"EXCHANGE ACT"), (d) including, without limitation, the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) Statement and of the filing with Registration Statement in which the SECJoint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (B) state securities or "blue sky" laws, (C) the DGCL and the DLLC Act to file the Certificate of Merger or other appropriate documentation, (D) the New York Stock Exchange, (ii) those required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX XXX"), (xxx) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the Federal Aviation Administration ("FAA"), and any approvals of such applications and notices, or (B) with the Federal Communications Commission (the "FCC") under the Securities ActCommunications Act of 1934, as amended (the "COMMUNICATIONS ACT"), and any approvals of a registration statement on Form S-4 such applications and notices, which, in the case of this clause (iv), are required or appropriate with respect to the issuance transactions contemplated by this Agreement and related to SpectraSite's ownership or operation of communications or broadcast towers and the assets and properties relating thereto, (v) receipt of the Parent Shares in SpectraSite Stockholder Approval and the Merger, in which the Joint Proxy Statement/Prospectus will be included as a prospectus (such Form S-4ATC Stockholder Approval, and any amendments or supplements thereto, the “Form S-4”(vi) and (e) consents, approvals, authorizations or permits of, customary filings, registrations notices and approvals with any state public service, public utility commissions, state environmental agencies or notifications to, any Governmental Entity (including similar state regulatory bodies with respect to any Competition Laws), the failure transactions contemplated by this Agreement and related to the consummation of which to obtain the Merger and the other transactions contemplated by this Agreement as a result of SpectraSite's ownership or make would not have operation of communications or would not reasonably be expected to have, individually or in broadcast towers and the aggregate, a Company Material Adverse Effectassets and properties relating thereto.