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

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities Act, (F) to or from the Federal Energy Regulatory Commission (the “FERC”) pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (J) of this Section 5.1(d)(i), the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings 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 obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance by the Company and its Subsidiaries of the Transaction Agreements to which the Company or any of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the EFH Subject Transactions, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices toExcept for (i) compliance with, and consentsfilings under, registrations, approvals, permits and authorizations required to be made or obtained (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, including and filings under, the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (Fx) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or from supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) pursuant to under Section 203 of the Federal Power Act of 1935, as amended (the “Federal Power ActFPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) and under the FERC’s regulations thereunderNew York Public Service Law, and the approval of the FERC thereunder as amended; (vii) required pre-approvals (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCTFCC Pre-Approvals”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) license transfers with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”); (viii) for compliance with the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval applicable requirements of the FCC for NYSE; (ix) such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (J) of this Section 5.1(d)(i), the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth disclosed in Section 5.1(d)(i6.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”), no noticesPermit or Order or action of, reports registration, declaration or other filings are required filing with or notice to be made by the Company or any of its Subsidiaries withcourt, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or localstate, domestic local or foreign governmental or regulatory authority, agencybody (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof)), commission, body, arbitrator, court, regional reliability entity (including agency or instrumentality of the TRE), ERCOT, foregoing or any other legislative, executive or judicial governmental entity authority (each, a “Governmental Entity”), in connection with the execution, delivery and performance by the Company and its Subsidiaries of the Transaction Agreements to which the Company ) or any of its Subsidiaries regional transmission organization or independent system operator is a party and the consummation by the Company and its Subsidiaries of the EFH Subject Transactions, except those which are authorized by the PUCT necessary or ERCOT required to be obtained or made after in connection with the First Closing Date in execution and delivery of this Agreement by the ordinary course Company, the performance by the Company of business its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain has not had and would not haveobtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required proxy statement/prospectus to be made or obtained (A) sent to or from the Secretary of State shareholders of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, Company in connection with the MergerShareholders Meeting (such prospectus and proxy statement, as it may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), (Bii) as (A) the filing of a result of facts Notification and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) Report Form by the Company pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 1976, as amended 1976 (the “HSR Act”)) and the termination of the waiting period required thereunder, and (B) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, including those set forth on Section 5.4(a) of the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”)Company Disclosure Letter, (Eiii) under the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended 1933 (the “Exchange Securities Act”), the Exchange Act and the Securities Actapplicable state securities, takeover and “blue sky” Laws, (Fiv) to or from the Federal Energy Regulatory Commission (the “FERC”) pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) any filings with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for as may be required pursuant to the transfer Communications Act of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries 1934, as amended, and the approval rules, orders, regulations and other applicable requirements of the FCC for such transfer (the “FCC ApprovalCommunications Laws”), (Jv) the filing of the Articles of Merger with the Nuclear Regulatory Commission Secretary of State of the State of Indiana, and (vi) any notice pursuant to the rules and regulations of the New York Stock Exchange (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC ApprovalNYSE”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (J) of this Section 5.1(d)(i), the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, there are no notices, reports reports, declarations, submissions or other filings 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 obtained by the Company or any of its Subsidiaries fromlicenses, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance by the Company and its Subsidiaries of the Transaction Agreements to which the Company or any of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the EFH Subject Transactions, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.permits,

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained (A) pursuant to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the MergerSection 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or OV2 Merger Sub or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including ) and the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities Act, (F) to or from with the Federal Energy Regulatory Commission (the “FERC”) FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(e7.1(f), (I) to or from with the Federal Communications Commission (the “FCC”) FCC for the assignment and/or transfer of control, as applicable, of radio licenses and licenses, including point-to-point private microwave licenses held by the Company and and/or its Subsidiaries and the approval consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (JI) of this Section 5.1(d)(i), the “Company Approvals”), and (LJ) to the Pension Benefit Guaranty Corporation approval of the Vermont Department of Financial Regulation with respect to any reportable event filings, the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings 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 obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity entity, excluding in each case, the Bankruptcy Court (eachsubject to the foregoing exclusion, each a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries of the Transaction Agreements to which consummation by the Company or any of its Subsidiaries is a party of the Closing Date Transactions and the consummation other transactions contemplated by the Company and its Subsidiaries of the EFH Subject Transactionsthis Agreement, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained Except for (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delawarecompliance with, as the case may beand filings under, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, including the expiration or earlier termination of applicable waiting periods thereunderand filings under, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder, as amended thereunder (the “Exchange Act”), ) and the Securities Act, (F) to or from Act including the Federal Energy Regulatory filing with the Securities and Exchange Commission (the “FERCSEC”) pursuant of a proxy statement relating to Section 203 the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”); (C) compliance with, and filings under, the applicable requirements of Antitrust Law, competition Law or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States; (D) the filing of the Federal Power Act Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (E) compliance with the applicable requirements of the New York Stock Exchange (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC ApprovalNYSE”); (F) notices, reports, filings, consents, registrations, permits or authorizations required in connection with the Carveout Transaction; and (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified such other items as disclosed in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to set forth above in subsections clauses (CA) through (J) of this Section 5.1(d)(iG), the “Company Required Governmental Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings 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 obtained by the Company or from any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commissioninstrumentality, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, authority or any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party Merger and the consummation by the Company and its Subsidiaries of the EFH Subject Transactionsother transactions contemplated hereby, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and would not haveobtain, as the case may be, is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impede the ability of the Company to consummate the Merger.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained (A) pursuant to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the MergerSection 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or OV2 Merger Sub or any of their respective Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including ) and the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under with the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities Act, (F) to or from the Federal Energy Regulatory Commission (the “FERC”) FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (GF) to or from the Public Utility Commission of Texas (“PUCT”) PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (HG) for in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(e7.1(f), (IH) to or from with the Federal Communications Commission (the “FCC”) FCC for the assignment and/or transfer of control, as applicable, of radio licenses and licenses, including point-to-point private microwave licenses held by the Company and and/or its Subsidiaries and the approval consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (JH) of this Section 5.1(d)(i), the “Company Approvals”), and (LI) to the Pension Benefit Guaranty Corporation approval of the Vermont Department of Financial Regulation with respect to any reportable event filings, the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings 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 obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity entity, excluding in each case, the Bankruptcy Court (eachsubject to the foregoing exclusion, each a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries of EFIH and the Transaction Agreements to which consummation by the Company or any of its Subsidiaries is a party of the Closing Date Transactions and the consummation other transactions contemplated by the Company and its Subsidiaries of the EFH Subject Transactionsthis Agreement, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained Except for (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delawarecompliance with, as the case may beand filings under, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”), including (B) the expiration or earlier termination filing of applicable waiting periods thereunderthe Intermediate Delaware Certificate of Merger and the Delaware Certificate of Merger and other appropriate merger documents required by the LLCA with the Secretary of State of the State of Delaware, or any law that is designed or intended to prohibit, restrict or regulate actions having (C) a notification under Section 1-302(g) and Section 2-302.b of the purpose or effect of monopolization, restraint of trade or lessening of competition, including National Industrial Security Program Operating Manual (the HSR Act (“Competition LawNISPOM”), (ED) compliance with and filings under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended International Traffic in Arms Regulations (the “Exchange ActITAR”), and the Securities Act, (FE) to or from the Federal Energy Regulatory Commission (the “FERC”) pursuant to such other items as disclosed in Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i3.1(e)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to set forth above in subsections clauses (CA) through (J) of this Section 5.1(d)(iE), the “Company Required Governmental Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commissioninstrumentality, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, authority or any other legislative, executive or judicial governmental entity or court (each, a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries or the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party Intermediate Merger and the consummation by Merger and the Company and its Subsidiaries of the EFH Subject Transactionsother transactions contemplated hereby, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and obtain, as the case may be, would not havereasonably be expected to, individually or in the aggregate, a (A) materially and adversely affect the ability of the Company Material Adverse Effectto carry out its obligations hereunder or consummate the transactions contemplated hereby or (B) materially and adversely affect the ability of the Company and its Subsidiaries to carry on their business as it is now being conducted.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports filings and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained (A) pursuant to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the MergerSection 1.3, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the “HSR Act”), including any other applicable antitrust laws and any other antirust, competition or similar Laws of any foreign jurisdiction, (C) the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having filing with the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act U.S. Securities and Exchange Commission (“Competition LawSEC”), (E) under of the preliminary proxy statement and the Proxy Statement and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the U.S. Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder1933, as amended (the “Exchange Securities Act”), and in which the Securities ActProxy Statement will be included as a prospectus (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, (FD) to or from under the Federal Energy Regulatory Commission rules of NASDAQ National Market (the “FERCNASDAQ”) and (E) pursuant to Section 203 of the Federal Power Act any applicable foreign or state securities or blue sky laws (the “Federal Power Act”) and the FERC’s regulations thereundercollectively, and the approval of the FERC thereunder clauses (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (CA) through (J) of this Section 5.1(d)(iE), the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings 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 obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), Entity in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the EFH Subject Transactions, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and would not havenot, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectChange or (y) prevent, materially delay or materially impair the consummation of the Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports filings and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained (A) pursuant to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the MergerSection 1.3, (B) required as a result of facts and circumstances solely attributable to Parent or OV2 or any of their AffiliatesMerger Sub, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including ) and the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having (D) under the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”)Exchange Act, (E) under rules promulgated by the Securities Exchange Act of 1934 NYSE and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities ActChicago Stock Exchange, (F) to or from with the Federal Energy Regulatory Commission (the “FERC”) pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held indirectly by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), ) and (JH) with the Nuclear Regulatory Commission (the “NRC”) pursuant for approval of any indirect license transfer deemed to Section 184 of be created by the Atomic Energy Act and the NRC’s regulations thereunder Merger and the approval of the NRC thereunder for such transfer (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items approvals referred to in subsections Subsections (C) through (JG) of this Section 5.1(d)(i), the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings 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 obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE)transmission organization, ERCOT, or any other legislative, executive or judicial governmental entity (each, each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party Merger and the consummation by the Company and its Subsidiaries of the EFH Subject Transactionsother transactions contemplated hereby, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those, the failure to make or obtain has not had and which would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than filings under the filingsHSR Act, reports and/or notices toif required, (ii) compliance with, and consentsfilings under, registrationsthe Exchange Act and the Securities Act, approvalsincluding the filing with the SEC of a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments or supplements thereto, permits the “Schedule 13E-3”) and authorizations required a proxy statement relating to the Stockholders Meeting to be made held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (together with any amendments or obtained supplements thereto, the “Proxy Statement”), (Aiii) to or from compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Texas or Delaware, (v) compliance with the Secretary of State applicable requirements of the State of Maryland or Delaware, as the case may be, in connection with the MergerNASDAQ, (Bvi) notices, reports or other filings as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to may be required by the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 DPA and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”)thereunder or any other legal requirement applicable to obtaining CFIUS Clearance, and the Securities Act, (Fvii) to or from the Federal Energy Regulatory Commission (the “FERC”) pursuant to such other items as disclosed in Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i5.4(a) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (J) of this Section 5.1(d)(i), the “Company Other Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by the Company or from any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE)instrumentality, ERCOT, authority or any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries or the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party Merger and the consummation by the Company and its Subsidiaries of the EFH Subject Transactionsother transactions contemplated hereby, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained Except for (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delawarecompliance with, as the case may beand filings under, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, including and filings under, the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Exchange Act (“Competition Law”), (E) under and the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, including the filing with the SEC of an information statement of the type contemplated by Rule 14c-2 under the Exchange Act in connection with this Agreement, the Merger and the Transactions (together with any amendments or supplements thereto, the “Information Statement”) or of a proxy statement in lieu thereof as amended contemplated by Section 6.4(a) (together with any amendments or supplements thereto, the “Proxy Statement”); (C) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the Merger and the Transactions; (D) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (E) compliance with any filings as may be required under applicable Environmental Laws; (F) compliance with the applicable requirements of the New York Stock Exchange (the “Exchange ActNYSE”); (G) compliance with, and filings under, any applicable requirements of the Cable Communications Policy Act of 1984 as amended by the Cable Television Consumer Protection and Competition Act of 1992, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, and the Securities Act, (F) to or from the Federal Energy Regulatory Commission (the “FERC”) pursuant to Section 203 rules and regulations of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (“the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer promulgated pursuant thereto (collectively, the “FCC ApprovalFederal Communications Law”); (H) compliance with, and filings under, any applicable requirements of U.S. domestic state public utility commissions and similar U.S. domestic state authorities; (I) compliance with, and filings under, any applicable U.S. domestic state statutes or local franchise ordinances and agreements; (J) the filing of a joint voluntary notice with the Nuclear Regulatory Commission Committee on Foreign Investment in the United States (the “NRC”) CFIUS” pursuant to Section 184 721 of Title VII of the Atomic Energy Defense Production Act of 1950, as amended by the Foreign Investment and the NRC’s National Security Act of 2007, P.L. 110-49, 000 Xxxx. 000. and otherwise (codified at 50 U.S.C. App. 2170) and regulations thereunder and the approval of the NRC thereunder thereto, codified at 31 C.F.R. Part 800, et seq., as amended (the “NRC ApprovalSection 271”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together in accordance with the other items referred to in subsections (C) through (J) requirements of this Section 5.1(d)(i)271, the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event no filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries withreports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Company with, nor are any required to be obtained by the Company or any of its Subsidiaries from, any federaldomestic, state foreign or localtransnational governmental, domestic quasi-governmental, regulatory or foreign governmental or self-regulatory authority, agency, commission, body, arbitrator, department or instrumentality or any court, regional reliability tribunal or arbitrator or other entity (including the TRE), ERCOT, or any subdivision thereof or other legislative, executive or judicial governmental entity of any nature (each, a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries or the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party Merger and the consummation by the Company and its Subsidiaries of the EFH Subject Transactions, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained (A) pursuant to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the MergerSection 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or OV2 any of the Merger Subs or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including ) and the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under with the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities Act, (F) to or from the Federal Energy Regulatory Commission (the “FERC”) FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (GF) to or from the Public Utility Commission of Texas (“PUCT”) PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (HG) for in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(e7.1(f), (IH) to or from with the Federal Communications Commission (the “FCC”) FCC for the assignment and/or transfer of control, as applicable, of radio licenses and licenses, including point-to-point private microwave licenses held by the Company and and/or its Subsidiaries and the approval consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (JH) of this Section 5.1(d)(i), the “Company Approvals”), and (LI) to the Pension Benefit Guaranty Corporation approval of the Vermont Department of Financial Regulation with respect to any reportable event filings, the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings 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 obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity entity, excluding in each case, the Bankruptcy Court (eachsubject to the foregoing exclusion, each a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries of the Transaction Agreements to which consummation by the Company or any of its Subsidiaries is a party of the Closing Date Transactions and the consummation other transactions contemplated by the Company and its Subsidiaries of the EFH Subject Transactionsthis Agreement, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained Except for (A) to or from compliance with, and filings under, the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, including the expiration or earlier termination of applicable waiting periods thereunderand filings under, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder, as amended thereunder (the “Exchange Act”), ) and the Securities Act, (F) to or from Act including the Federal Energy Regulatory filing with the Securities and Exchange Commission (the “FERCSEC”) pursuant of a proxy statement relating to Section 203 the Shareholders Meeting to be held in connection with this Agreement and the Merger Transactions (together with any amendments or supplements thereto, the “Proxy Statement”); (C) the filing of the Federal Power Act Articles of Merger and other appropriate merger documents required by the PBCL with the Department of State of the Commonwealth of Pennsylvania; (D) compliance with the applicable requirements of the New York Stock Exchange (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC ApprovalNYSE”); (E) notices, (G) to reports, filings, consents, registrations, permits or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified authorizations required in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) connection with the Nuclear Regulatory Commission Carveout Transactions; and (the “NRC”F) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or such other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on items as disclosed in Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to set forth above in subsections clauses (CA) through (J) of this Section 5.1(d)(iF), the “Company Required Governmental Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings 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 obtained by the Company or from any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commissioninstrumentality, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, authority or any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the EFH Subject Merger Transactions, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and would not haveobtain, as the case may be, is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impede the ability of the Company to consummate the Merger.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained Except for (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delawarecompliance with, as the case may beand filings under, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, including the expiration or earlier termination of applicable waiting periods thereunderand filings under, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder1934, as amended (the “Exchange Act”), ) and the Securities ActAct and the rules and regulations promulgated thereunder, (F) to or from including the Federal Energy Regulatory filing with the Securities and Exchange Commission (the “FERCSEC”) pursuant of a proxy statement relating to Section 203 of the Federal Power Act Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Federal Power ActProxy Statement”) and the FERC’s regulations thereunderrelated Rule 13e-3 Transaction Statement on Schedule 13E-3 (including any amendments or supplements thereto, the “Schedule 13E-3”) (C) compliance with state securities, takeover and “blue sky” Laws and the approval filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (D) the filing of the FERC thereunder Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (E) compliance with the applicable requirements of the Nasdaq Global Select Market (the “FERC ApprovalNasdaq”), ; and (GF) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified such other items as disclosed in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i5.1(e)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to set forth above in subsections clauses (CA) through (J) of this Section 5.1(d)(iF), the “Company Required Governmental Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by the Company or from any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commissioninstrumentality, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, authority or any other legislative, executive or judicial governmental entity or court (each, a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries or the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party Merger and the consummation by the Company and its Subsidiaries of the EFH Subject Transactionsother transactions contemplated hereby, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filings, reports filings and/or notices to, and consents, registrations, approvals, permits and authorizations required pursuant to be made or obtained (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the MergerSection 1.2, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including (C) the expiration or earlier termination requirements of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect Arms Export Control Act as implemented by Section 122.4 of monopolization, restraint of trade or lessening of competition, including the HSR Act International Traffic in Arms Regulations (“Competition LawITAR”), ) and (ED) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities Actof Nasdaq, (Fii) notice to or from the Federal Energy Regulatory Commission cognizant security agency (the “FERCCSA”) pursuant to Section 203 the National Industrial Security Program Operating Manual, DODDIR 5220.22-M (“NISPOM”), of the Federal Power Act changes with respect to a company holding a facility security clearance (the “Federal Power ActFCL”) and implementation of any measures required by the FERC’s regulations thereunderCSA to maintain the FCL after the transactions contemplated by this Agreement, and (iii) the approval filing of the FERC thereunder (Articles of Merger with the “FERC Approval”)Secretary of State of the State of Georgia, (Giv) to the approvals or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being filings set forth on Section 5.1(d)(i5.4(a) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (J) of this Section 5.1(d)(i)collectively, the “Company Approvals”)) and (v) the approvals or filings required to be obtained or made with any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, administrative, executive or judicial governmental entity or tribunal (Leach a “Governmental Entity”) to the Pension Benefit Guaranty Corporation with respect to jurisdiction over enforcement of any reportable event filings, and except as applicable antitrust or competition Laws (each of which are set forth in on Section 5.1(d)(i5.4(a) of the Company Disclosure Letter, ): no notices, reports or other filings 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 obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), Entity in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries the consummation of the Transaction Agreements to which Offer, the Company or any of its Subsidiaries is a party Merger and the consummation by the Company and its Subsidiaries of the EFH Subject Transactionsother transactions contemplated hereby, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the Company’s ability to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained (A) the proxy statement to or from be sent to the Secretary of State stockholders of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, Company in connection with the MergerStockholders’ Meeting (such proxy statement, as it may be amended or supplemented from time to time, the “Proxy Statement”); (B) as (1) the filing of a result of facts Notification and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) Report Form by the Company pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, (the “HSR Act”)) and the termination or expiration of the waiting period required thereunder; (2) such filings set forth in Section 5.1(d)(i)(B) of the Company Disclosure Letter that the Company has determined in good faith, after consultation with Parent and outside counsel, are necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws of any jurisdiction; and (3) any other filings necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws of any jurisdiction that result from any facts and circumstances relating to Parent or its Affiliates, including Merger Sub (other than the expiration or earlier termination identity of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competitionParent and its Affiliates, including Merger Sub, and other facts and circumstances relating to Parent and its Affiliates, including Merger Sub, known by the HSR Act Company or its outside antitrust counsel prior to the date of this Agreement) (“Competition Law”(B)(1), (EB)(2) under and (B)(3) above, collectively, the “Antitrust Consents”); (C) filings required by the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder1933, as amended (the “Exchange Securities Act”), the Exchange Act and state securities, takeover and “blue sky” Laws; (D) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware; and (E) any notice pursuant to the rules and regulations of the NASDAQ Global Select Market, the UK Financial Conduct Authority (together with its predecessor entity the Financial Services Authority, the “FCA”) or the London Stock Exchange (including the Listing Rules and the Securities ActDisclosure and Transparency Rules issued by the FCA) (collectively, (F) to or from the Federal Energy Regulatory Commission (the “FERC”) pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC ApprovalOther Governmental Consents”), (G) to or from and assuming the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval accuracy of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT representations and warranties of the Oncor Restructuring (including the transfer of the certificates of convenience Parent and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (J) of this Section 5.1(d)(i), the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth Merger Sub in Section 5.1(d)(i) of the Company Disclosure Letter5.2(d), no notices, reports reports, declarations, submissions or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits Licenses, permits, Orders or authorizations required to be obtained by the Company or any of its Subsidiaries fromfrom (collectively, “Consents”), any supranational, national, federal, state state, county, provincial, municipal, local or localother political subdivision, whether domestic or foreign foreign, of any governmental, quasi-governmental or regulatory authority, agency, commission, body, arbitratordivision, courtdepartment, regional reliability entity (including the TRE)bureau, ERCOT, court or any other legislative, executive executive, judicial, taxing or judicial administrative governmental entity entity, organized securities exchange or arbitral tribunal of competent jurisdiction (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries of the Transaction Agreements to which the Company or any of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the EFH Subject Merger and the other Transactions, except those which are authorized by the PUCT as may result from any facts or ERCOT circumstances relating to be obtained Parent or made after the First Closing Date in the ordinary course of business or the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.its

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than the filings, reports and/or notices tocompliance with, and consentsfilings under, registrations, approvals, permits and authorizations required to be made or obtained (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, including the expiration or earlier termination of applicable waiting periods thereunderand filings under, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder1934, as amended (the “Exchange Act”), ) and the Securities ActAct and the rules and regulations promulgated thereunder, (F) to or from including the Federal Energy Regulatory filing with the Securities and Exchange Commission (the “FERCSEC”) pursuant of a proxy statement relating to Section 203 the Shareholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”); (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing with the Department of State of the Federal Power Act Commonwealth of Pennsylvania the Articles of Merger; (v) compliance with the applicable requirements of the New York Stock Exchange (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC ApprovalNYSE”), ; (Gvi) to compliance with the applicable requirements of antitrust or from other competition laws of jurisdictions other than the Public Utility Commission of Texas United States (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC ApprovalForeign Antitrust Laws”), ; and (Jvii) with the Nuclear Regulatory Commission (the “NRC”) pursuant to such other items as disclosed in Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i5.04(a) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to set forth above in subsections clauses (Ci) through (J) of this Section 5.1(d)(ivii), the “Company Required Governmental Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE)instrumentality, ERCOT, authority or any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries or the consummation of the Transaction Agreements to which the Company or any of its Subsidiaries is a party Merger and the consummation by the Company and its Subsidiaries of the EFH Subject Transactionsother transactions contemplated hereby, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or that the failure to make or obtain has not had and obtain, as the case may be, would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filings, reports and/or notices tonotices, and reports, consents, registrations, approvals, permits and permits, waivers, expirations of waiting periods or authorizations pursuant to, in compliance with or required to be made or obtained (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Mergerunder, (Bi) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliatesthe DGCL, (Cii) pursuant to the Bankruptcy Code in connection with matters in Securities Act and the Chapter 11 CasesExchange Act, (Diii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (Eiv) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (of the “Exchange Act”), and the Securities ActNYSE, (Fv) to or from the Federal Energy Regulatory Commission state securities, takeover and “blue sky” Laws and (the “FERC”vi) pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (J) of this Section 5.1(d)(i), the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as those set forth in Section 5.1(d)(i6.4(a)(vi) of the Company Clover Disclosure Letter, no (the filings, notices, reports or other filings are required to be made by the Company or any of its Subsidiaries withreports, nor are any consents, registrations, approvals, permits permits, waivers, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (vi), the “Clover Approvals”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Company Clover or any of its Subsidiaries Merger Sub from, any federal, state or local, domestic to be given by Clover or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOTMerger Sub to, or to be made by Clover or Merger Sub with, any other legislative, executive or judicial governmental entity (each, a “Governmental Entity”)Authority, in connection with the execution, delivery and performance by Clover and Merger Sub of this Agreement and the Company Transaction Documents to which it is, or will be a party to as of the Effective Time 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 Clover and its Subsidiaries of after the Transaction Agreements to which the Company or any of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the EFH Subject TransactionsEffective Time, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or the failure to make make, give or obtain has not had and would not havenot, individually or in the aggregate, reasonably be expected to result in a Company Clover Material Adverse EffectEffect or have a material adverse effect on the ability of Clover to perform its obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, taken as a whole.