Common use of Governmental Consents; No Conflicts Clause in Contracts

Governmental Consents; No Conflicts. Except as may be required by the Exchange Act, the Securities Act, state securities or blue sky laws, the DGCL, the NASD bylaws and the rules and regulations of AMEX (as they relate to the S-4 Registration Statement and the Prospectus/Joint Proxy Statement) (collectively, the "Applicable Regulatory Requirements"), there is no requirement applicable to the Company or any Company Subsidiary to make any filing with, or to obtain any permit, authorization, or Consent of, any Governmental Authority as a condition to the consummation of the Merger or any of the other transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement and the other agreements, documents and instruments contemplated hereby by the Company nor the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement will (a) violate the Certificate of Incorporation or Bylaws of the Company, (b) result in a default (or with notice or lapse of time or both would result in a default) under, or materially impair the rights of the Company or any Company Subsidiary or materially alter the rights or obligations of any third party under, or require the Company or any Company Subsidiary to make any material payment or become subject to any material liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any Material Company Contract, (c) result in the creation of any material (individually or in the aggregate) Encumbrance on any of the assets of the Company or any Company Subsidiary or (d) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company or any Company Subsidiary or any of their assets, which conflict or violation has had or would reasonably be expected to have a Material Adverse Effect on the Company.

Governmental Consents; No Conflicts. Except as may be required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, the DGCL, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the NASD bylaws and the rules and regulations of AMEX Bylaws (as they relate to the S-4 Registration Statement and the Prospectus/Joint Proxy Statement) (collectivelyand laws governing insurance companies, HMOs, and third-party administrators or other businesses operated by the "Applicable Regulatory Requirements")Company or its subsidiaries requiring licensure, qualification or authorization, there is no requirement applicable to the Company or any Company Subsidiary of its subsidiaries to make any filing with, or to obtain any permit, authorization, consent or Consent approval of, any federal, state or territorial, local or foreign governmental or regulatory agency, department, commission or other authority (a "Governmental Authority as Authority"), except for such filings, permits, authorizations, consents or approvals which, if not made or obtained, would not have a condition to Material Adverse Effect on the consummation of the Merger or any of the other transactions contemplated by this AgreementCompany. Neither the execution and delivery of this Agreement and the other agreements, documents and instruments contemplated hereby by the Company nor the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement will (a) conflict with, violate or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or comparable charter documents) of the CompanyCompany or Xxxxxxx, (b) result in a material default (or with notice or lapse of time or both would result in a default) under, or materially impair the rights of the Company or any Company Subsidiary of its subsidiaries or materially alter the rights or obligations of any third party under, or require the Company or any Company Subsidiary of its subsidiaries to make any material payment or become subject to any material liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any Company Material Company Contract, (c) result in the creation of any material (individually or in the aggregate) Encumbrance liens, charges or encumbrances on any of the material assets of the Company or any Company Subsidiary of its subsidiaries or (d) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company or any Company Subsidiary of its subsidiaries or any of their material assets, which conflict or violation has had or would reasonably be expected to have a Material Adverse Effect on the Company.. 2.18

Governmental Consents; No Conflicts. Except as may be required by the Exchange Act, the Securities Act, state securities or blue sky laws, the DGCL, the HSR Act, the NASD bylaws and the rules and regulations of AMEX Bylaws (as they relate to the S-4 Registration Statement and the Prospectus/Joint Proxy Statement) (collectivelyand laws governing insurance companies, the "Applicable Regulatory Requirements")HMOs, third-party administrators or other businesses operated by PacifiCare or its subsidiaries requiring licensure, qualification or authorization, there is no requirement applicable to the Company PacifiCare or any Company Subsidiary of its subsidiaries to make any filing with, or to obtain any permit, authorization, consent or Consent of, approval of any Governmental Authority as a condition to the lawful consummation of the Merger or any of the other transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals which, if not made or obtained, would not have a Material Adverse Effect on PacifiCare. Neither Except as set forth in the PacifiCare Disclosure Schedule, neither the execution and delivery of this Agreement and the other agreements, documents and instruments contemplated hereby by the Company PacifiCare nor the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement PacifiCare will (a) conflict with, violate or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or comparable charter documents) of the CompanyPacifiCare or any of its subsidiaries, (b) result in a material default (or with notice or lapse of time or both would result in a default) under, or materially impair the rights of the Company PacifiCare or any Company Subsidiary of its subsidiaries or materially alter the rights or obligations of any third party under, or require the Company PacifiCare or any Company Subsidiary of its subsidiaries to make any material payment or become subject to any material liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any PacifiCare Material Company Contract, (c) result in the creation of any material (individually or in the aggregate) Encumbrance liens, charges or encumbrances on any of the material assets of the Company PacifiCare or any Company Subsidiary of its subsidiaries or (d) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company PacifiCare or any Company Subsidiary of its subsidiaries or any of their material assets, which conflict or violation has had or would reasonably be expected to have a Material Adverse Effect on the Company.PacifiCare. 3.19