Common use of Governmental Filings; No Violations; Certain Contracts, Etc Clause in Contracts

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (i) the filings, approvals and/or notices pursuant to Section 1.2, (ii) the pre-merger notification requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”) (and similar foreign filings, as required, including pursuant to the EU Merger Regulations), (iii) applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”), (iv) filings, approvals and/or notices required to be made with or obtained from the NYSE and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain, individually or in the aggregate, have not had and is not reasonably expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (iA) the filings, approvals and/or notices pursuant to Section 1.21.3, (iiB) the pre-merger notification requirements filings, approvals and/or notices under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement HSR Act of 1976, as amended (the “HSR Act”) (and or similar foreign filings, as required, including pursuant to the EU Merger Regulations), (iii) applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations promulgated thereunder, thereunder and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and the rules and regulations promulgated thereunder, including the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”), (ivC) filings, approvals and/or notices required to be made with or obtained from the NYSE and The Nasdaq National Market, (vD) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities LawsLaws and (E) the notifications, consents and approvals set forth in Section 5.4(a) of the Company Disclosure Schedule (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (A) through (E) above, collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtainobtain are not, individually or in the aggregate, have not had and is not reasonably expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (iA) the filings, approvals and/or notices filing of the Articles of Merger and Certificate of Merger pursuant to Section 1.21.3, (iiB) the pre-merger notification requirements under filing with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement SEC of (x) the Joint Proxy/Prospectus in preliminary and definitive form relating to the Company Shareholders Meeting as part of the Registration Statement (and the declaration of its effectiveness) and (y) such other reports and filings under, and compliance with, the Securities Exchange Act of 19761934, as amended (the “HSR Exchange Act”) (and similar foreign filings, as required, including pursuant to the EU Merger Regulations), (iii) applicable requirements of or the Securities Act of 1933, as amended (the “Securities Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filings under, and compliance with, the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”), (iv) filings, approvals and/or notices required to be made with or obtained from the NYSE and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings NASDAQ as may be required in connection with this Agreement and the transactions contemplated hereby, (D) such filings and approvals as may be required by any Takeover Statutes, (E) any filing required under applicable U.S. state securities Lawsthe HSR Act and (F) the filing with and approval by FINRA of each Broker-Dealer Subsidiary’s continuing membership application required by FINRA (the “Continuing Membership Application”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), Entity in connection with the execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtainobtain would not, individually or in the aggregate, have not had and is not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and or the other transactions contemplated by this Agreement.. “

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (i) the filings, approvals and/or notices pursuant to Section 1.2, (ii) the pre-merger notification requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement HSR Act of 1976, as amended (the “HSR Act”) (and or similar foreign filings, as required, including pursuant to the EU Merger Regulationsif applicable), (iii) applicable requirements requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, thereunder and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and the rules and regulations promulgated thereunder, thereunder (including the filing of requirement to file the Proxy Statement with the Securities and Exchange Commission (the “SEC”), (iv) filings, approvals and/or notices required to be made with or obtained from the NYSE and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws, (v) applicable requirements under rules and regulations under the NASDAQ Capital Market, (vi) applicable requirements under rules and regulations under state takeover Laws and (vii) the notifications, consents and approvals set forth in Section 5.4(a) of the Company Disclosure Schedule (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (i) through (vii) above, collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain, individually or in the aggregate, have not had and is obtain would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than the (i) filing the filings, approvals and/or notices pursuant to Section 1.2IIA Notice and obtaining the Investment Center Approval, (ii) filing of the pre-merger notification requirements Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”) (and similar foreign filings, as required, including pursuant ICL with respect to the EU consummation of the Merger Regulations)and the issuance of the Certificate of Merger by the Companies Registrar, (iii) Approvals under applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), Antitrust Laws and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”)applicable foreign investment Laws, (iv) filingsfilings and other Approvals as may be required under the Exchange Act, approvals and/or notices the Securities Act or Israeli Securities Law, (v) filings and other Approvals as may be required to be made with or obtained from the NYSE NASDAQ and TASE, (vi) Approvals under state securities, takeover and “blue sky” Laws, (vii) CFIUS Approval, (viii) XXX Approval, (ix) MOD Approval, (x) MOC Notice and (vxi) such consentsContinuing Business License (collectively, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Lawsthe “Company Approvals”), no notices, reports or other filings Approvals are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental of its Subsidiaries with or private body exercising from any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by of the Transactions, or in connection with the continuing operation of the business of the Company of and its Subsidiaries following the Merger and the other transactions contemplated herebyEffective Time, except those that the failure to make or obtainas would not, individually or in the aggregate, have not had and is not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this AgreementTransactions.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Other than (i) the filings, approvals and/or notices pursuant to Section 1.2, (ii) the pre-merger notification requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement HSR Act of 1976, as amended (the “HSR Act”) (and or similar foreign filings, as required, including pursuant to the EU Merger Regulationsif applicable), (iii) applicable requirements requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, thereunder and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including the filing of requirement to file the Proxy Statement with the Securities and Exchange Commission (the “SEC”), (iv) filings, approvals and/or notices required to be made with or obtained from the NYSE and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws, and (v) the notifications, consents and approvals set forth in Section 5.4(a) of the Company Disclosure Schedule (all of such filings, approvals, notices, consents, orders, authorizations, registrations, declarations and notifications described in clauses (i) through (v) above, collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority (including self-regulatory authorities), agency, commission, body or other governmental entity, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtainobtain are not, individually or in the aggregate, have not had and is not reasonably expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of material liability to the Company to consummate the Merger and the other transactions contemplated by this Agreementits Subsidiaries, taken as a whole.