Common use of Governmental Authorization; Non-Contravention Clause in Contracts

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of the HSR Act and any Required Approval, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable state or federal securities laws, and the rules and regulations of NASDAQ, and (iv) consents, approvals, Orders, authorizations, registrations, declarations, and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger Sub, (ii) contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub the Company is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of of, the HSR Act and any Required Approval, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable state or federal securities laws, laws and the rules and regulations of NASDAQ, and (iv) consents, approvals, Orders, authorizations, registrations, declarationsdeclarations and filings, and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a)3.04(a) and receipt of the Company Stockholder Approval, (i) contravene, conflict with, or result in any violation or breach of any provision of (A) the Parent Charter or the Parent Company Charter, Company By-laws or (B) comparable organizational documents of any of the certificate of incorporation or by-laws of Merger SubCompany’s Subsidiaries, (ii) contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent the Company or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent the Company and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien Lien, other than any Permitted Lien, on any asset of Parent the Company or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate the Parent Certificate of merger with respect to Merger and the Company Certificate of Merger with the Delaware Secretary of State and appropriate documents of the State of Delaware in accordance with the relevant authorities of other states in which Parent or Merger Sub is qualified to do businessDGCL, (ii) filings required under, and compliance with other applicable requirements of of, the HSR Act and any Required Approvalother applicable Regulatory Law as set forth on Section 3.04 of the Company Disclosure Letter (including the expiration or termination of the applicable waiting periods under the HSR Act and the other anti-trust notification and approvals required under non-U.S. jurisdictions, as set forth on Section 3.04 of the Company Disclosure Letter), (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement Proxy Statement/Prospectus and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) Form S-4), and any other applicable U.S. state or federal securities laws, and (iv) any filings required under the rules and regulations of NASDAQ, the NYSE and (ivv) consents, approvals, Orders, authorizations, registrations, declarations, declarations and filings the failure of which to be obtained, made or given have given, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse EffectEffect and would not reasonably be expected to prevent or materially delay or adversely affect the consummation of the Mergers. (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger SubCompany Organizational Documents, (ii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Stockholder Approval, contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Stockholder Approval, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent the Company or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent the Company and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent the Company or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse EffectEffect and would not reasonably be expected to prevent or materially delay or adversely affect the consummation of the Mergers.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity governmental body, agency, official or authority other than (ia) the filing of a certificate the Articles of merger Merger in connection with respect to the Merger in accordance with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do businessFBCA, (iib) filings required under, and compliance with other applicable requirements of the HSR Act and any Required Approval, (iii) compliance with any applicable requirements of the Securities Act, under the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable state or federal securities laws, and the rules and regulations of NASDAQ, and (ivc) consentsother actions or filings which if not taken or made would not, approvalsindividually or in the aggregate, Orders, authorizations, registrations, declarations, and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected likely to have a Parent Material Adverse Effect. (b) Effect on the Company or prevent or materially delay the Company's consummation of the Offer or Merger. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby to which it is a party do not and will not assuming compliance contravene or conflict with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate amended and restated articles of incorporation or by-laws of Merger Subthe Company, or, except as would not be reasonably likely to have a Material Adverse Effect, (iia) contravene, contravene or conflict with or result in any constitute a violation or breach of any provision of any Applicable LawLaw binding upon or applicable to the Company or any of its Subsidiaries, (iiib) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, under or cause or permit the give rise to any right of termination, cancellation, cancellation or acceleration or other change of any right or obligation of the Company or the any of its Subsidiaries or to a loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Contract agreement, contract, lease or other instrument binding upon Parent the Company or any of its Subsidiaries or any governmental licenseslicense, authorizationsfranchise, Permits, consents (including consents required permit or other similar authorization held by Contract), approvals, variances, exemptions the Company or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries Subsidiaries, or (ivc) result in the creation or imposition of any Lien lien or encumbrance on any asset of Parent the Company or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The Except as set forth on Section 3.03 of the Disclosure Schedules, the execution, delivery and performance by Parent Xxxxxxxx and Merger Sub Tribune of this Agreement and by Xxxxxxxx, Tribune and their respective Affiliates of each Ancillary Agreement (to which Xxxxxxxx, Tribune or such Affiliate is or will be a party) and the consummation by Parent and Merger Sub of the transactions contemplated hereby to which it is a party and thereby require no material action by or in respect of, or filing withwith or notification to, any Governmental Entity Authority other than (i) the filing of a certificate of merger FCC Consent, DOJ approval with respect to the transactions contemplated by the Merger with Agreement (the Delaware Secretary of State “DOJ Consent”) and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of the HSR Act and any Required Approval, (iii) compliance with any applicable requirements of the Securities ActHSR Act including, to the extent applicable, the Exchange Act expiration of any waiting periods thereunder (including the filing “HSR Clearance,” and together with the SEC FCC Consent and the DOJ Consents, the “Required Governmental Approvals”). Assuming the Required Governmental Approvals and the authorizations, consents and approvals referred to in Section 3.03 of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable state or federal securities laws, and the rules and regulations of NASDAQ, and (iv) consents, approvals, Orders, authorizations, registrations, declarations, and filings the failure of which to be Disclosure Schedules are obtained, made or given have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The the execution, delivery and performance by Parent Xxxxxxxx and Merger Sub Tribune of this Agreement and the consummation by Xxxxxxxx, Tribune or their respective Affiliates of the transactions contemplated hereby to which it is a party each Ancillary Agreement do not and will not assuming compliance (a) conflict with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws bylaws of Merger SubXxxxxxxx, Tribune or such Affiliates, (iib) contravene, conflict with or result in any violation or breach of any provision of any Applicable LawLaw or Order, (iiic) require any consent consent, waiver, notice of or other action by any Person under, constitute a default, default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Material Contract binding upon Parent or (other than any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Excluded Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries ) or (ivd) result in the creation or imposition of any Lien Lien, other than any Permitted Lien, on any asset of Parent or any of its SubsidiariesPurchased Asset, with such exceptionsexcept, in the case of each of clauses (iib), (c) through and (ivd), as have has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effectmaterial effect on the Business or the ownership or use of the Purchased Assets taken as a whole.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby to which it is a party require no consent, approval, authorization or other action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub the Company is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of of, the HSR Act and any other applicable Regulatory Law (including the expiration or termination of the applicable waiting periods under the HSR Act, the “Required ApprovalAntitrust Approvals”), (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) ), and any other applicable U.S. state or federal securities laws, and the rules and regulations of NASDAQ, and (iv) consents, approvals, Ordersorders, authorizations, registrations, declarations, declarations and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or Company Charter, the Parent Company By-laws or the certificate comparable organizational documents of incorporation or by-laws the Subsidiaries of Merger Subthe Company, (ii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Stockholder Approval, contravene, conflict with or result in any violation or breach of any provision of any Applicable LawLaw applicable to the Company or any Subsidiary of the Company or by which any property or asset of the Company or any Subsidiary of the Company is bound or affected, (iii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Stockholder Approval, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, amendment, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent the Company or any of its Subsidiaries or any governmental licenses, authorizations, Permitspermits, consents (including consents required by Contract), approvals, variances, exemptions or Orders orders affecting, or relating in any way to, the properties, assets or business of Parent the Company and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any property or asset of Parent the Company or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub the Company is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of of, the HSR Act and any the Required ApprovalCompetition Approvals, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable U.S. state or federal securities laws, and the rules and regulations of NASDAQ, compliance with U.S. state or federal securities laws and (iv) consents, approvals, Ordersorders, authorizations, registrations, declarations, declarations and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Material Adverse Effectbe material in any respect to the Company and its Subsidiaries. (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Company Charter or the Parent Company By-laws or the certificate of incorporation or by-laws of Merger Sublaws, (ii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Stockholder Approval, contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Stockholder Approval, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Material Contract binding upon Parent the Company or any of its Subsidiaries or any governmental licenses, authorizations, Permitspermits, consents (including consents required by Contract), approvals, variances, exemptions or Orders orders affecting, or relating in any way to, the assets or business of Parent the Company and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent the Company or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby to which it is a party require no consent, approval, authorization or other action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business, (ii) filings required under, and compliance with other any applicable requirements of the HSR Act and any Required Approvalother applicable Regulatory Law, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of Form S-4), the Registration Statement) Exchange Act and any other applicable U.S. state or federal securities laws, and (iv) as may be required to be made for the rules and regulations qualification of NASDAQthe CVR Agreement under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), if required by Applicable Law, and (ivv) consents, approvals, Orders, authorizations, registrations, declarations, and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger Sub, (ii) assuming compliance with the matters referred to in Section 4.04(a), contravene, conflict with or result in any violation or breach of any provision of any Applicable LawLaw applicable to Parent or any Subsidiary of Parent or by which any property or asset of Parent or any Subsidiary of Parent is bound or affected, (iii) assuming compliance with the matters referred to in Section 4.04(a), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, amendment, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permitspermits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the properties, assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any property or asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The Except as set forth in Section 4.05(a) of the Company Disclosure Schedule, the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement does not, and the consummation by Parent and Merger Sub of the transactions contemplated hereby to which it is a party Transactions by the Company and compliance with the provisions hereof by the Company will not, require no action by any consent, approval, order, waiver or in respect authorization or permit of, action by, registration, declaration or filing with, with or notification to any Governmental Entity with respect to the Company or any of its Subsidiaries, other than (i) the Stockholder Approval, (ii) the filing of a certificate the Certificate of merger with respect to the Merger with the Delaware Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other states jurisdictions in which Parent the Company or Merger Sub any of its Subsidiaries is qualified to do business, ; (iiiii) filings required underthe filing of a premerger notification and report form by the Company under the HSR Act, and the filings and receipt, termination or expiration as applicable, of such other approvals or waiting periods as may be required under any other applicable Antitrust Laws specified in Section 4.05(a) of the Company Disclosure Schedule; (iv) compliance with other the applicable requirements of the HSR Act and any Required Approval, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of (x) a Schedule 13D, if required by Law, (y) the Registration Statement and Proxy Statement and (z) such other reports or filings under the Exchange Act as may be required in connection with this Agreement and the Transactions; (v) any amendments filings or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable state or federal securities laws, and notices required under the rules and regulations of NASDAQ, the NYSE; and (ivvi) such other consents, approvals, Ordersorders, waivers, authorizations, permits, actions, registrations, declarations, and filings or notifications the failure of which to be obtainedmake or obtain would not, made individually or given in the aggregate, (A) have not had and would not or reasonably be expected to have a Parent Company Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the Merger or any of the other Transactions or the Company’s ability to observe and perform its material obligations hereunder. (b) The Except as set forth in Section 4.05(b) of the Company Disclosure Schedule, the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement do not, and the consummation of the transactions contemplated hereby to which it is a party do not Transactions and will not assuming compliance with the matters referred to in Section 4.04(a)provisions hereof by the Company will not, (i) contravene, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to, or to a right of, termination, modification, cancellation or acceleration of any provision obligation or to the loss of any benefit under any (A) Contract to which the Parent Charter Company or any of its Subsidiaries is a party or (B) Authorization applicable to the Parent By-laws Company or the certificate any of incorporation or by-laws of Merger Subits Subsidiaries, (ii) contraveneresult in the creation of any pledges, liens, charges, mortgages, encumbrances or assignments of any kind (each, a “Lien”) upon any of the properties, assets or rights of the Company or any of its Subsidiaries (other than any such Lien created as a result of any action taken by Parent or Sub), (iii) conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation Company’s Organizational Documents or the loss Organizational Documents of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries or (iv) result assuming that the consents and approvals referred to in Section 4.05(a) are obtained and assuming the creation accuracy of the representations and warranties of Parent and Sub set forth in Section 5.09, conflict with or imposition violate any applicable Laws or any judgments, orders, or decrees of any Lien on any asset of Parent Governmental Entity, in each case applicable to the Company or any of its Subsidiaries, with such exceptionsSubsidiaries other than, in the case of each of clauses (i), (ii) through and (iv), as would not, individually or in the aggregate, have not had and would not or reasonably be expected to have a Parent Company Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business, (ii) filings required under, and compliance with other any applicable requirements of the HSR Act and any Required Approvalother applicable Regulatory Law as set forth on Section 4.03 of the Parent Disclosure Letter, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable U.S. state or federal securities laws, and the rules and regulations of NASDAQ, and (iv) consents, approvals, Orders, authorizations, registrations, declarations, and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger Sub, (ii) assuming compliance with the matters referred to in Section 4.03(a), contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby (including the sale of the Life Sciences Business pursuant to which it is a party the Life Sciences SAPA) require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub the Company is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of of, the HSR Act and any other applicable Regulatory Law as set forth on Section 3.04(a) of the Company Disclosure Letter (including the expiration or termination of the applicable waiting periods under the HSR Act and the other anti-trust notification and approvals required under non-U.S. jurisdictions, as set forth in Section 3.04(a) of the Company Disclosure Letter, the “Required ApprovalAntitrust Approvals”), (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) ), and any other applicable U.S. state or federal securities laws, and the rules and regulations of NASDAQ, and (iv) consents, approvals, Ordersorders, authorizations, registrations, declarations, declarations and filings required in connection with the consummation of the transactions contemplated by the Life Sciences SAPA and (v) consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent Company Charter, Company By-laws or comparable organizational documents of any of the certificate of incorporation or by-laws of Merger SubCompany’s Subsidiaries, (ii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Stockholder Approval, contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent the Company or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders orders affecting, or relating in any way to, the assets or business of Parent the Company and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent the Company or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have has not had and would not reasonably be expected to have a Parent Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 3.04(b) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts pursuant to which consents, notices or waivers are required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exceptions with respect to clauses (ii) through (iv) set forth above).

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of the HSR Act and any Required ApprovalCompetition Approvals, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable U.S. state or federal securities laws, Laws and the rules and regulations of NASDAQcompliance with U.S. state or federal securities Laws, and (iv) consents, approvals, Ordersorders, authorizations, registrations, declarations, declarations and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger Sub, (ii) assuming compliance with the matters referred to in Section 4.05(a), contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 4.05(a), require any consent or other action by any Person or Merger Sub under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permitspermits, consents (including consents required by Contract), approvals, variances, exemptions or Orders orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing by the Company or its Subsidiaries with, any Governmental Entity other than (i) the filing of a certificate the Merger Application and related attachments with the Registrar and issuance by the Registrar of merger with respect the Certificate of Merger pursuant to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do businessBermuda Companies Act, (ii) filings required under, and compliance with other applicable requirements of the HSR Act and any Required ApprovalAntitrust Approvals, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of a copy of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) as an exhibit to a Current Report on Form 8-K), and any other applicable U.S. state or federal securities laws, and compliance with the rules and regulations of NASDAQthe NYSE, and (iv) notification to the Bermuda Monetary Authority regarding the proposed change in beneficial ownership of the Company and (v) any consents, approvals, Orders, authorizations, registrations, declarations, notifications and filings the failure of which to be obtained, made or given have given, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse EffectEffect and would not reasonably be expected to prevent or materially delay, interfere with, impair or adversely affect the ability of the Company to consummate the Merger and the other transactions contemplated hereby. (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or Company Organizational Documents (subject to obtaining the Parent By-laws or the certificate of incorporation or by-laws of Merger SubCompany Shareholder Approval), (ii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Shareholder Approval, contravene, conflict with or result in any violation or breach of any provision of any Applicable LawLaw or Order, (iii) assuming compliance with the matters referred to in Section 3.04(a) and receipt of the Company Shareholder Approval, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, cancellation or acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under under, or require the consent of any third party under, any provision of any Contract binding upon Parent the Company or any of its Subsidiaries as of the date hereof (whether after the giving of notice, with lapse of time, or otherwise) or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions authorizations or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries Permits or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset of Parent the Company or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as have as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse EffectEffect and would not reasonably be expected to prevent or materially delay, interfere with, impair or adversely affect the ability of the Company to consummate the Merger and the other transactions contemplated hereby.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby, including the Merger, and thereby by the Company do not and will not require no action by any consent, approval, authorization or in respect permit of, action by, filing with or filing with, notification to any Governmental Entity Entity, other than (i) the filing of a certificate the Certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do businessMerger, (ii) filings required under, and compliance with other (A) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act Act”) and (B) any Required Approvalother applicable Regulatory Law, (iii) compliance with any the applicable requirements of the U.S. Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), the U.S. Securities Exchange Act of 1934, as amended (including together with the rules and regulations promulgated thereunder, the “Exchange Act”), including, without limitation, the filing of the Proxy Statement with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration StatementSEC, (iv) and any other applicable state or federal securities laws, and compliance with the rules and regulations of NASDAQthe New York Stock Exchange, (v) compliance with any applicable foreign or state securities or blue sky Laws and (ivvi) consentsthe filing of the CFIUS Notice and any similar foreign direct investment filings required under applicable Law and obtaining approval with respect thereto, approvalsother than any consent, Ordersapproval, authorizationsauthorization, registrationspermit, declarationsaction, and filings filing or notification the failure of which to be obtained, made make or given have not had and obtain would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) The Assuming compliance with the matters referenced in Section 3.4(a), the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated hereby other Transaction Documents to which it is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby or thereby do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger Sub, (ii) contravene, conflict with or result in any violation or breach of any provision of the organizational or governing documents of the Company or any Applicable Lawof its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 3.4(a), the receipt of the Company Stockholder Approval and assuming the representations and warranties in Section 4.9 are true and correct, contravene, conflict with or constitute a violation of or breach any provision of any applicable Law or (iii) require any consent or other action by any Person under, constitute a defaultperson under or result in any violation of, or an event that, default (with or without notice or lapse of time time, or both) under, or other event that (with or without notice or lapse of time, or both) would constitute a default underdefault, or cause give rise to a right of or permit the termination, cancellation, cancellation or acceleration or other change of any right or obligation or to the loss of any a benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Company Material Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on Liens, other than any asset Permitted Liens, upon any assets of Parent the Company or any of its Subsidiaries, with such exceptionsother than, in the case of each of clause (i) with respect to the Company’s Subsidiaries and clauses (ii) through and (iviii), as have not had and any such contravention, violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent, Holdco, Parent Merger Sub and Company Merger Sub of this Agreement and the consummation by Parent, Holdco, Parent Merger Sub and Company Merger Sub of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate the Parent Certificate of merger with respect to Merger and the Company Certificate of Merger with the Delaware Secretary of State and appropriate documents of the State of Delaware in accordance with the relevant authorities of other states in which Parent or Merger Sub is qualified to do businessDGCL, (ii) filings required under, and compliance with other applicable requirements of of, the HSR Act and any Required Approvalother applicable Regulatory Law as set forth on Section 4.04 of the Parent Disclosure Letter (including the expiration or termination of the applicable waiting periods under the HSR Act and any other anti-trust notification and approvals required under non-U.S. jurisdictions, as set forth on Section 4.04 of the Parent Disclosure Letter), (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness under the Securities Act of the Registration Statement) Form S-4), and any other applicable U.S. state or federal securities laws, and (iv) any filings required under the rules and regulations of NASDAQ, the NYSE and (ivv) consents, approvals, Orders, authorizations, registrations, declarations, and filings the failure of which to be obtained, made or given have given, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect and would not reasonably be expected to prevent or materially delay or adversely affect the ability of Parent, Holdco, Parent Merger Sub or Company Merger Sub to consummate the Mergers. (b) The execution, delivery and performance by Parent, Holdco, Parent Merger Sub and Company Merger Sub of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter Organizational Documents, the Holdco Organizational Documents, the Parent Merger Sub Organizational Documents or the Parent By-laws or the certificate of incorporation or by-laws of Company Merger SubSub Organizational Documents, (ii) assuming compliance with the matters referred to in Section 4.04(a) and receipt of the Company Stockholder Approval, contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 4.04(a) and receipt of the Company Stockholder Approval, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect and would not reasonably be expected to prevent or materially delay or adversely affect the ability of Parent, Holdco, Parent Merger Sub or Company Merger Sub to consummate the Mergers.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by the Parent and Merger Sub Parties of this Agreement and, in the case of Merger Sub, the Statutory Merger Agreement, and the consummation by the Parent and Merger Sub Parties of the transactions contemplated hereby to which it is a party including the Merger, require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger the Merger Application and related attachments with respect the Registrar pursuant to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do businessBermuda Companies Act, (ii) filings required under, and compliance with other applicable requirements of the HSR Act and any Required ApprovalAntitrust Approvals, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable U.S. state or federal securities laws, and compliance with the rules and regulations of NASDAQthe NYSE, and (iv) notification to Bermuda Monetary Authority regarding the change of ownership of the Company and (v) any consents, approvals, Orders, authorizations, registrations, declarations, notifications and filings the failure of which to be obtained, made or given have given, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance by the Parent and Merger Sub Parties of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter Organizational Documents, the Holding Organizational Documents or the Parent By-laws or the certificate of incorporation or by-laws of Merger SubSub Organizational Documents, (ii) assuming compliance with the matters referred to in Section 4.03(a) and receipt of the Company Shareholder Approval, contravene, conflict with or result in any violation or breach of any provision of any Applicable LawLaw or Order, (iii) assuming compliance with the matters referred to in Section 4.03(a) and receipt of the Company Shareholder Approval, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, or require the consent of any third party under, any provision of any Contract binding upon Parent or any of its Subsidiaries as of the date hereof (whether after the giving of notice, with lapse of time, or otherwise) or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions authorizations or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries Permits or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement by Sellers and the consummation by Parent Sellers and Merger Sub the Seller Entities and Newco of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of the HSR Act and any Required Approval, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable state or federal securities laws, and the rules and regulations of NASDAQ, and (iv) consents, approvals, Orders, authorizations, registrations, declarations, and filings the failure of which to be obtained, made or given have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (ia) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger Sub, (ii) contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause result in a breach of, or permit result in the termination, cancellation, modification or acceleration (whether after the filing of notice or other change the lapse of time or both) of any right or obligation of Sellers, Newco or the any of their respective Affiliates or result in a loss of any material benefit to which Parent any of the Sellers, Newco or any of its Subsidiaries their respective Affiliates is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on (other than Permitted Liens) upon any asset material Transferred Assets, (b) require the consent, authorization, approval or waiver of, or any registrations or filings with or notices to, any Person (i) in order to comply with the Organizational Documents of Parent Sellers, Newco or any of its Subsidiariestheir respective Affiliates, with such exceptions, in the case of each of clauses or (ii) through under any Law or order to which Sellers, Newco or any of their respective Affiliates, are subject, except for (ivA) any notice required to be filed under the HSR Act with either the DOJ or the FTC, (B) any consent, approval or notice required to be obtained from or given to any state public utility commission, including those set forth on Schedule 1G, (C) any transfer application or other filing to be filed with, or any approval of, the FCC or (D) any Form 8-K Current Report filings required to be made with the SEC under the Securities Exchange Act of 1934, as amended, (c) violate any provision of the Organizational Documents of Sellers, Newco or any of their respective Affiliates or (d) violate or result in a breach of, or constitute a default under, any Law or order to which Sellers, Newco or any of their respective Affiliates are subject, except in each of clause (a), (b)(ii) and (d) above, as have not had and would not not, individually, or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect.

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent, Holdco, Parent Merger Sub and Company Merger Sub of this Agreement and the consummation by Parent, Holdco, Parent Merger Sub and Company Merger Sub of the transactions contemplated hereby to which it is a party require no action by or in respect of, or filing with, any Governmental Entity other than (i) the filing of a certificate the Parent Certificate of merger with respect to Merger and the Company Certificate of Merger with the Delaware Secretary of State and appropriate documents of the State of Delaware in accordance with the relevant authorities of other states in which Parent or Merger Sub is qualified to do businessDGCL, (ii) filings required under, and compliance with other applicable requirements of of, the HSR Act and any Required Approvalother applicable Regulatory Law as set forth on Section 4.04 of the Parent Disclosure Letter (including the expiration or termination of the applicable waiting periods under the HSR Act and any other anti-trust notification and approvals required under non-U.S. jurisdictions, as set forth on Section 4.04 of the Parent Disclosure Letter), (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement and Proxy Statement and any amendments or supplements thereto and declaration of effectiveness under the Securities Act of the Registration Statement) Form S-4), and any other applicable U.S. state or federal securities laws, and (iv) any filings required under the rules and regulations of NASDAQ, the NYSE and (ivv) consents, approvals, Orders, authorizations, registrations, declarations, and filings the failure of which to be obtained, made or given have given, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect and would not reasonably be expected to prevent or materially delay or adversely affect the ability of Parent, Holdco, Parent Merger Sub or Company Merger Sub to consummate the Mergers. (b) The execution, delivery and performance by Parent, Holdco, Parent Merger Sub and Company Merger Sub of this Agreement and the consummation of the transactions contemplated hereby to which it is a party do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger Sub, (ii) contravene, conflict with or result in any violation or breach of any provision of any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way toOrganizational Documents, the assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its SubsidiariesHoldco Organizational Documents, with such exceptions, in the case of each of clauses (ii) through (iv), as have not had and would not reasonably be expected to have a Parent Material Adverse Effect.the

Governmental Authorization; Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Transaction Documents to which Parent or Merger Sub is a party and the consummation of the transactions contemplated hereby, including the Merger, and thereby by Parent and Merger Sub of the transactions contemplated hereby to which it is a party do not and will not require no action by any consent, approval, authorization or in respect permit of, action by, filing with or filing with, notification to any Governmental Entity Entity, other than (i) the filing of a certificate the Certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do businessMerger, (ii) filings required under, and compliance with other (A) the applicable requirements of the HSR Act and (B) any Required Approvalother applicable Regulatory Law, (iii) compliance with any the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act (including the filing iv) compliance with the SEC of the Registration Statement and Proxy Statement and any amendments applicable foreign or supplements thereto and declaration of effectiveness of the Registration Statement) and any other applicable state securities or federal securities laws, and the rules and regulations of NASDAQblue sky Laws, and (ivv) consentsthe filing of the CFIUS Notice and any similar foreign direct investment filings required under applicable Law and obtaining approval with respect thereto, approvalsother than any consent, Ordersapproval, authorizationsauthorization, registrationspermit, declarationsaction, and filings filing or notification the failure of which to be obtained, made make or given have not had and obtain would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The Assuming compliance with the matters referenced in Section 4.3(a), the execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby other Transaction Documents to which it is a party and the consummation by Merger Sub of the Merger and the consummation by Parent and Merger Sub of the other transactions contemplated hereby or thereby do not and will not assuming compliance with the matters referred to in Section 4.04(a), (i) contravene, conflict with, or result in any violation or breach of any provision of the Parent Charter or the Parent By-laws or the certificate of incorporation or by-laws of Merger Sub, (ii) contravene, conflict with or result in any violation of or material breach any provision of the organizational or governing documents of Parent or any of its Subsidiaries, (ii) contravene, conflict with or constitute a violation of or material breach any provision of any Applicable applicable Law, or (iii) require any consent or other action by any Person under, constitute a defaultperson under or result in any violation of, or an event that, default (with or without notice or lapse of time time, or both) under, or other event that (with or without notice or lapse of time, or both) would constitute a default underdefault, or cause give rise to a right of or permit the contravention, termination, cancellation, cancellation or acceleration or other change of any right or obligation or to the loss of any a benefit to which Parent or any of its Subsidiaries is entitled under any provision of any material Contract binding upon Parent or any of its Subsidiaries or any governmental licenses, authorizations, Permits, consents (including consents required by Contract), approvals, variances, exemptions or Orders affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on Liens (other than Permitted Liens) upon any asset of the properties or assets of Parent or any of its Subsidiaries, with such exceptionsother than, in the case of each of clause (i) with respect to Parent’s Subsidiaries other than Merger Sub and clauses (ii) through and (iviii), as have not had and any such contravention, violation, conflict, default, termination, cancellation, acceleration, change of right or obligation, loss or Lien that would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.