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

Governmental Filings; No Violations; Certain Contracts, Etc. (i) Other than the filings and/or notices (A) pursuant to Section ‎1.4, (B) under the HSR Act, the Exchange Act and the Securities Act, (C) required to be made with the NYSE, (D) under state securities, takeover and “blue sky” Laws, and (E) (if any) required to be made with the Federal Communications Commission, no notices, reports or other filings are required to be made by Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent, Merger Sub 1 or Merger Sub 2 from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement and the Voting Agreements by Parent, Merger Sub 1 or Merger Sub 2 and the consummation of the Merger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (ih) Other than the filings and/or notices (A) pursuant to Section ‎1.42.2, (B) under the HSR Act, the Exchange Act and the Securities Investment Canada Act, (C) required to be made with by the NYSEFinancial Industry Regulatory Authority, (D) under required by the Investment Dealers Association of Canada, (E) required by the Financial Services Authority, (F) in connection with the Proxy Statement and (G) pursuant to state or provincial securities, takeover and “blue skyBlue Sky” LawsLaws (collectively, and (E) (if any) required to be made with the Federal Communications Commission“Parent Approvals”), no notices, reports or other filings are required to be made by the Parent or Canadian Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent, Merger the Parent or Canadian Sub 1 or Merger Sub 2 from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Parent and the Voting Agreements by Parent, Merger Canadian Sub 1 or Merger Sub 2 and the consummation of the Merger Arrangement and the other transactions contemplated hereby (including, without limitation, the issuance of the Parent Arrangement Shares and therebythe Canadian Sub Acquisition Shares), or in connection with the continuing operation of the business of the Parent and its Subsidiaries following the Effective TimeClosing, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (i) Other than the filings and/or notices (A) pursuant to Section ‎1.4, (B) under the HSR Act, the Exchange Act and the Securities Act, (C) required to be made with the NYSE, (D) under state securities, takeover and “blue sky” Laws, Laws and (E) (if any) required to be made with the Federal Communications Commission, no notices, reports or other filings are required to be made by Parent the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent, Merger Sub 1 or Merger Sub 2 the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Voting Agreements by Parent, Merger Sub 1 or Merger Sub 2 the Company and the consummation of the Merger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of Parent the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (i) Other than the filings and/or notices (A) pursuant to Section ‎1.41.4, (B) under the HSR Act, the Exchange Act and the Securities Act, (C) required to be made with the NYSE, (D) under state securities, takeover and “blue sky” Laws, and (E) (if any) required to be made with the Federal Communications Commission, no notices, reports or other filings are required to be made by Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent, Merger Sub 1 or Merger Sub 2 from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement and the Voting Agreements by Parent, Merger Sub 1 or Merger Sub 2 and the consummation of the Merger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (ia) Other than the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings and/or notices (Ai) pursuant to Section ‎1.4, 1.3; (Bii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act, ”); (Ciii) required to be made with the NYSENASDAQ; (iv) for or pursuant to other applicable foreign securities Law approvals, (D) under state securities, takeover and “blue sky” Laws, laws; (v) with or to those foreign Governmental Entities regulating competition and antitrust Laws listed on Section 5.4(a) of the Company Disclosure Letter; and (E) (if anyvi) required to be made with under any environmental, health or safety Law (including the Federal Communications Commissionrules and regulations of the FDA and equivalent foreign Governmental Entities), no notices, reports or other filings are required to be made by Parent the Company with, nor are any registrations, consents, registrations, approvals, permits or authorizations required to be obtained by Parent, Merger Sub 1 or Merger Sub 2 the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution, execution and delivery and performance of this Agreement and by the Voting Agreements by Parent, Merger Sub 1 or Merger Sub 2 Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Timeby this Agreement, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Parent Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting AgreementEffect.