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

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, approvals and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other Antitrust Laws, (C) under the Exchange Act and (D) required to be made with the NYSE (such approvals referred to in subsections (A) through (D) of this Section 5.1(d)(i), the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, approvals filings and/or notices (A) pursuant to Section 1.31.5, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the “HSR Act”) ), and any other Antitrust Lawsapplicable antitrust, competition or similar Laws of any foreign jurisdiction, (C) under the Exchange Act filing with the SEC of the Offer Document and Schedule 14D-9, (D) required under the rules of the NYSE, and (E) pursuant to be made with the NYSE any applicable foreign or state securities or blue sky laws (such approvals referred to in subsections collectively, clauses (A) through (D) of this Section 5.1(d)(iE), the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or 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 the consummation of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain are would not, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or (y) prevent, materially delay or materially impair the consummation of the transactions contemplated by thisTransactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, approvals filings and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR ActXXX Xxx”), (X) and any other Antitrust xxxxx xxx Xxxxxxxx Xxx, (X) to comply with state securities or “blue-sky” Laws, (C) under the Exchange Act and (DE) required to be made with the NYSE Nasdaq Stock Market, and (such approvals referred F) that are required and customary pursuant to in subsections (A) through (D) of this Section 5.1(d)(i), the “Company Approvals”)any state environmental transfer statutes, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Voting Agreement by the Company and the consummation of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are notwould not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by thisEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, approvals filings and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other Antitrust Laws), (C) under the Securities Exchange Act and of 1934, as amended (the “Exchange Act”), (D) to comply with state securities or “blue-sky” laws, (E) required to be made with the NYSE Nasdaq Stock Market, (such approvals referred F) that are required and customary filings pursuant to in subsections any state environmental transfer statutes and (AG) through (D) notification of this Section 5.1(d)(i), the “Company Approvals”)change of ownership pursuant to National Industrial Security Program rules, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or 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 the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by thisEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, approvals filings and/or notices (A) pursuant to Section 1.3, (B) under the Exchange Act and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”“) and any notices to, approvals of, or consents or clearances by, any other Governmental Antitrust Laws, Entity (C) under the Exchange Act and (D) required to be made with the NYSE (such approvals referred to in subsections (A) through (D) of this Section 5.1(d)(i)collectively, the “Company Approvals”“), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic domestic, multinational or foreign governmental or regulatory authority, agency, commission, body, court or 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 the consummation of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay prevent or materially impair the consummation of the transactions contemplated by thisthis Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, approvals and/or notices (A) pursuant to Section 1.3, (B) under with respect to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other Antitrust LawsCFIUS Approval, (C) under the Exchange Act and Act, (D) required to be made the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement relating to the adoption of this Agreement and approval of the Merger by the shareholders of the Company, (E) under the rules and regulations of the NYSE American (such approvals referred f/k/a NYSE MKT, LLC) (“NYSE American”) and (F) pursuant to in subsections any applicable non-U.S. or U.S. state securities or blue sky laws (collectively, clauses (A) through (D) of this Section 5.1(d)(iF), the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or 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 the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, would not (x) individually or in the aggregate, be reasonably likely to have result in a Company Material Adverse Effect Change or (y) prevent, materially delay or materially impair the consummation of the transactions contemplated by thisthis Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, approvals filing of the Certificate of Merger and filings and/or notices (A) pursuant to Section 1.3, (B) under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) ), any other applicable antitrust laws and any other Antitrust Lawsantitrust, competition or similar Laws of any foreign jurisdiction, (B) under the Exchange Act, (C) under the Exchange Act rules of NASDAQ Global Select Market (“NASDAQ”) and (D) required pursuant to be made with the NYSE any applicable foreign or state securities or blue sky laws (such approvals referred to in subsections collectively, clauses (A) through (D) of this Section 5.1(d)(i), the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or 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 the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are would not, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect Change or (y) prevent, materially delay or materially impair the consummation of the transactions contemplated by thisthis Agreement.