Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees or any of its Subsidiaries with, or obtained by Yankees or any of its Subsidiaries from, any Governmental Entity in connection with the execution and delivery by Yankees of this Agreement, the performance by Yankees of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (ia) the compliance with notifications and filings and/or notices expirations or terminations of waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (ECb) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or control, competition law, and foreign investment law filings and/or notices (as mutually determined necessary or advisable by Yankees consents, registrations, approvals, authorizations and Braves and Permits set forth on Schedule I heretoSection 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (ia) and (iib) collectivelytogether, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Certificate of Merger, (vc) the approvals and consents to be obtained by Braves pursuant from the SEC, the AMF, Euronext Paris or the UKLA, (d) any approvals and consents to Section 3.2(fbe obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (vig) the filing of the FMCTI Certificate of Merger, (h) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (i) the receipt of the MINEFI Clearance and the CFIUS Clearance and (j) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by Yankees such party of the MOU and this Agreement, the performance by Yankees such party of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly hereby or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulationthereby.

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (iib) other merger control or competition law the filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the FSA or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “"blue sky” " laws, (g) submission of a notification to, and review by, CFIUS pursuant to Exon-Xxxxxx and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Kappa and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures with, or obtained by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures from, any Governmental Entity Entity, in connection with the execution and delivery by Yankees Kappa, Kappa, Inc. and Merger Sub of this Agreement, the performance by Yankees Kappa, Kappa, Inc. and Merger Sub of its obligations hereunder and the consummation by Kappa, Kappa, Inc. and Merger Sub of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union Community (the (“EU Merger RegulationEMCR”), if applicable, and (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I heretothe parties) (subsections (i) and (ii) collectively, the “Competition Approvals”), (iii) the approvalsapproval from the Committee on Foreign Investment in the United States (“CFIUS”) under the Exon-Xxxxxx Amendment, non-disapprovals, non-objections (iv) the approvals and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Offer Documents, (ivv) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity, U.S. or non-U.S., including the SEC and the Regulatory Authorities (“Governmental Entity Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by Yankees such party of this Agreement, the performance by Yankees such party of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (iib) other merger control or competition law the filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the FSA or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (g) submission of a notification to, and review by, CFIUS pursuant to Exon-Xxxxxx and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Kappa and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures with, or obtained by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures from, any Governmental Entity Entity, in connection with the execution and delivery by Yankees Kappa, Kappa, Inc. and Merger Sub of this Agreement, the performance by Yankees Xxxxx, Kappa, Inc. and Xxxxxx Sub of its obligations hereunder and the consummation by Xxxxx, Kappa, Inc. and Xxxxxx Sub of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (ii) the filings and/or notices under Council Regulation (EC) 139/2004 of the European Union Community, and (the “EU Merger Regulation”), if applicable, (iiiii) other merger control or competition law filings and/or notices, and filings and/or notices (as mutually determined necessary under foreign investment laws or advisable by Yankees and Braves and regulations, in each case including those set forth on Schedule I heretoSection 4.1(e) of each of the Omnicom Disclosure Letter and the Publicis Disclosure Letter (subsections (i), (ii) and (ii) iii), collectively, the “Competition Approvals”), (iiiiv) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the AMF or any other Governmental Entity set forth on Schedule IV heretothe Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM”), (ivv) the filing of the Publicis Deed of Merger, (vi) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vivii) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (viii) a ruling (agrément) granted by the French ministry of budget as referred to in Section 6.1(i)(ii) and (ix) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on such party and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Mergers or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity, U.S. or non-U.S., French, Dutch, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by Yankees such party of this Agreement, the performance by Yankees such party of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (ia) the compliance with notifications, filings, notices, reports and filings and/or notices applications (collectively, “Filings”) and approvals, consents, clearances, permits, authorizations, waivers and waiting period expirations or terminations (collectively, “Approvals”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976, as amended (the “HSR Act”)) and the other antitrust, Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”)competition, if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and foreign investment Laws set forth on Schedule I hereto) Section 4.5 of each of the Laguna Disclosure Letter and the Orca Disclosure Letter (subsections (i) and (ii) such Approvals, collectively, the “Competition Antitrust Approvals”), (iiib) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV heretoand Nasdaq, (ivc) the receipt and filing of the Orca Scheme Order with the Registrar, (d) the filing of the Laguna Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vie) as required in order to comply with other state or local securities, takeover and “blue sky” lawslaws and (f) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (i) are not reasonably expected to have a Material Adverse Effect on such party and (ii) are not reasonably expected to prevent or materially impair or delay the consummation of the Combinations or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any government or governmental or regulatory authority, court or other judicial body, agency, commission, body or other governmental or regulatory entity, United States or non-United States, national or supra-national, state, provincial, municipal or local, including the SEC and the other Regulatory Authorities (“Governmental Entity Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by Yankees such party of this Agreement, the performance by Yankees such party of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not ownFor purposes of this Agreement, directly the term “Regulatory Authority” means any and all relevant regulatory agencies or indirectlyauthorities of the United States, any voting interest the United Kingdom and other regulatory agencies or authorities, in any Person each case only to the extent that requires any additional filing by Braves under such agency or authority has authority and jurisdiction in the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulationparticular context.

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “"HSR Act”), Council Regulation ") and (ECb) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the Finnish Financial Supervisory Authority (the "FSA") or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “"blue sky” " laws, (g) submission of a notification to, and review by, the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended ("Exon-Xxxxxx") and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Theta and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures with, or obtained by Yankees Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures from, any U.S., foreign (including Finnish) or international governmental or regulatory authority, agency, commission, bureau, court, tribunal, arbitral body or other governmental, quasi-governmental, regulatory or self-regulatory entity or authority of any nature, including the SEC, FSA and the other Regulatory Authorities ("Governmental Entity Entity"), in connection with the execution and delivery by Yankees Theta of this Agreement, the performance by Yankees Theta of its obligations hereunder and the consummation by Theta of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation ) and (ECb) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the Finnish Financial Supervisory Authority (the “FSA”) or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (g) submission of a notification to, and review by, the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to Section 721 of the Defense Production Act of 1950, as amended (“Exon- Xxxxxx”) and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Theta and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures with, or obtained by Yankees Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures from, any U.S., foreign (including Finnish) or international governmental or regulatory authority, agency, commission, bureau, court, tribunal, arbitral body or other governmental, quasi-governmental, regulatory or self-regulatory entity or authority of any nature, including the SEC, FSA and the other Regulatory Authorities (“Governmental Entity Entity”), in connection with the execution and delivery by Yankees Theta of this Agreement, the performance by Yankees Theta of its obligations hereunder and the consummation by Theta of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other (a) Subject to the terms and conditions of this Agreement (including Section 4.03(f)), each Party will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to satisfy the conditions to Closing set forth herein and consummate the transactions contemplated hereby as soon as practicable after the date of this Agreement and in any event no later than the Outside Date, including (x) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date of this Agreement, all documentation (A) to effect all necessary applications, notices, petitions and other filings and (B) to obtain all waiting period expirations or terminations, registrations, permits and authorizations necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated hereby and (y) taking all steps as may be necessary to obtain all waiting period expirations or terminations, registrations, permits and authorizations, including defending or contesting any suit, action, legal proceeding or claim brought by a Third Party, including any Governmental Entities, that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party agrees (i) the compliance with to make all necessary applications, notices, petitions and filings and/or notices under required (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material) with respect to this Agreement or the Xxxx-Xxxxx-Xxxxxx transactions contemplated hereby with the Antitrust Improvement Act Division of 1976, as amended the Department of Justice (the “HSR ActDOJ”), Council Regulation (EC) 139/2004 of and the European Union Federal Trade Commission (the “EU Merger RegulationFTC”) on a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless another date is mutually agreed between the Parties), if applicable, and any other Governmental Entity under any other applicable Antitrust Law and (ii) to promptly determine whether any other merger control filings are required to be made with, and whether any other consents, approvals, Permits or competition law authorizations are required to be obtained from, any Governmental Entity under any other applicable Law in connection with the transactions contemplated hereby, and if so, to promptly prepare and file any such filings and/or notices and to seek any such other consents, approvals, permits or authorizations (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections the filings described in the foregoing clauses (i) and (ii) collectively, the “Competition ApprovalsRegulatory Filings”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the . All filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as fees required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees or any of its Subsidiaries with, or obtained by Yankees or any of its Subsidiaries from, any Governmental Entity in connection with the execution Regulatory Filings shall be borne by Buyer. (b) In connection with, and delivery by Yankees of this Agreementwithout limiting, the performance efforts or the obligations of the Parties under Section 4.03(a) but subject to Section 4.03(f), each of Buyer and Seller shall, to the extent permitted by Yankees applicable Law and not prohibited by the applicable Governmental Entity, (i) cooperate and coordinate in all respects with the other in the making of Regulatory Filings (including, to the extent permitted by applicable Law, providing copies, or portions thereof, of all such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested by the non-filing Parties in connection therewith) and in connection with resolving any investigation, request or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing, (ii) supply the other Party and its obligations hereunder counsel, as applicable, with any information and reasonable assistance that may be required or reasonably requested in connection with the making of such filings, including, within the time allowed by the relevant Governmental Entity and under applicable Law, any additional or supplemental information that may be required or reasonably requested by the FTC, the DOJ and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest relevant Governmental Entities in any Person that requires applicable jurisdiction in which any additional such filing by Braves is made under the HSR Act or any other merger control applicable Law and (iii) use commercially reasonable efforts to take, or competition law cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Law or regulation including but not limited to financial services or markets regulation.Parties in doing, all

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976, as amended (amended, and the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicableCommunity, (ii) other merger control or competition law Law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”parties), (iii) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from any Regulatory Authority, including with respect to the SEC or any other Governmental Entity set forth on Schedule IV heretoOffer Documents and applicable foreign investment Laws, (iv) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” lawsLaws and (vi) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions the failure of which to be made or obtained, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Change on such party, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any governmental, taxation or regulatory authority, agency, commission, body or other governmental or regulatory entity, U.S. or non-U.S., including the SEC and the other Regulatory Authorities (“Governmental Entity Entity”), in connection with the execution and delivery by Yankees such party of this Agreement, the performance by Yankees such party of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (iib) other merger control or competition law the filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the FSA or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (g) submission of a notification to, and review by, CFIUS pursuant to Exon-Xxxxxx and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Kappa and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures with, or obtained by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures from, any Governmental Entity Entity, in connection with the execution and delivery by Yankees Kappa, Kappa, Inc. and Merger Sub of this Agreement, the performance by Yankees Kappa, Kappa, Inc. and Merger Sub of its obligations hereunder and the consummation by Kappa, Kappa, Inc. and Merger Sub of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Braves Certificate of Merger and the Yankees Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees or any of its Subsidiaries with, or obtained by Yankees or any of its Subsidiaries from, any Governmental Entity in connection with the execution and delivery by Yankees of this Agreement, the performance by Yankees of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation. The representations and warranties in this Section 3.1(f) insofar as they apply to the Braves Merger shall be made as of the Execution Date.

Governmental Approvals and Consents. Other (a) Subject to the terms and conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to satisfy the conditions to Closing set forth herein and consummate the transactions contemplated hereby as soon as practicable after the date of this Agreement and in any event no later than the Outside Date, including (ix) preparing and filing, in consultation with the compliance with other Party and as promptly as practicable and advisable after the date of this Agreement, all documentation (A) to effect all necessary applications, notices, petitions and other filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976and (B) to obtain all waiting period expirations or terminations, as amended (the “HSR Act”)registrations, Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined permits and authorizations necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees or any of its Subsidiaries with, or obtained by Yankees or any of its Subsidiaries from, any Governmental Entity in connection with order to consummate the execution transactions contemplated hereby and delivery (y) taking all steps as may be necessary to obtain all waiting period expirations or terminations, registrations, permits and authorizations, including defending or contesting any suit, action, legal proceeding or claim brought by Yankees of this Agreementa Third Party, the performance by Yankees of its obligations hereunder and including any Governmental Entities, that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby. Yankees does In furtherance and not ownin limitation of the foregoing, directly each Party agrees (i) to make all necessary applications, notices, petitions and filings required (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or indirectly, any voting interest in any Person that requires any additional filing by Braves under documentary material) with respect to this Agreement or the transactions contemplated hereby with the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) on a Notification and Report Form pursuant to the HSR Act or with respect to the transactions contemplated hereby as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless another date is mutually agreed between the Parties), and any other merger control or competition law or Governmental Entity under any other applicable Antitrust Law or regulation including but not limited to financial services or markets regulation.and

Governmental Approvals and Consents. Other (a) Subject to the terms and conditions of this Agreement (including Section 4.03(f)), each Party will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to satisfy the conditions to Closing set forth herein and consummate the transactions contemplated hereby as soon as practicable after the date of this Agreement and in any event no later than the Outside Date, including (x) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date of this Agreement, all documentation (A) to effect all necessary applications, notices, petitions and other filings and (B) to obtain all waiting period expirations or terminations, registrations, permits and authorizations necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated hereby and (y) taking all steps as may be necessary to obtain all waiting period expirations or terminations, registrations, permits and authorizations, including defending or contesting any suit, action, legal proceeding or claim brought by a Third Party, including any Governmental Entities, that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party agrees (i) the compliance with to make all necessary applications, notices, petitions and filings and/or notices under required (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material) with respect to this Agreement or the Xxxx-Xxxxx-Xxxxxx transactions contemplated hereby with the Antitrust Improvement Act Division of 1976, as amended the Department of Justice (the “HSR ActDOJ”), Council Regulation (EC) 139/2004 of and the European Union Federal Trade Commission (the “EU Merger RegulationFTC”) on a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless another date is mutually agreed between the Parties), if applicable, and any other Governmental Entity under any other applicable Antitrust Law and (ii) to promptly determine whether any other merger control filings are required to be made with, and whether any other consents, approvals, Permits or competition law authorizations are required to be obtained from, any Governmental Entity under any other applicable Law in connection with the transactions contemplated hereby, and if so, to promptly prepare and file any such filings and/or notices and to seek any such other consents, approvals, permits or authorizations (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections the filings described in the foregoing clauses (i) and (ii) collectively, the “Competition ApprovalsRegulatory Filings”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the . All filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as fees required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees or any of its Subsidiaries with, or obtained by Yankees or any of its Subsidiaries from, any Governmental Entity in connection with the execution and delivery Regulatory Filings shall be borne by Yankees of this Agreement, the performance by Yankees of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulationBuyer.