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

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order (as defined below), the FERC Approval, the PUCT Approval, the FCC Approval, the filings in respect thereof and the filings, notices, consents, registrations, approvals, permits or authorizations to be made or obtained (A) as contemplated by the Backstop Agreement or any other Transaction Agreement, (B) to or from the Secretary of State of the State of Texas the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (C) required as a result of facts or circumstances solely attributable to the Company or its Subsidiaries, a direct or indirect change of control thereof or the operation of their businesses, (D) under the HSR Act and (E) under the Exchange Act and the Securities Act (other than those items set forth in clauses (B) and (C), all such approvals being collectively the “Parent Approvals”), no notices, reports or other filings are required to be made by Parent or OV2 with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or OV2 from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Parent and OV2 and the consummation by Parent and OV2 of the Parent Subject Transactions, except those which are authorized by the FERC, PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that would not reasonably be expected to prevent, materially restrict or materially impair Parent or OV2 from consummating the Parent Subject Transactions.

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order (as defined below), the FERC Approval, the PUCT Approval, the FCC Approval, the filings in respect thereof and the filings, notices, consents, registrations, approvals, permits or authorizations to be made or obtained (A) as contemplated by the Backstop Agreement or any other Transaction Agreement, (B) to or from the Secretary of State of the State of Texas the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (C) required as a result of facts or circumstances solely attributable to the Company or its Subsidiaries, a direct or indirect change of control thereof or the operation of their businesses, (D) under the HSR Act and (E) under the Exchange Act and the Securities Act (other than those items set forth in clauses (B) and (C), all such approvals being collectively the “Parent Approvals”), no No notices, reports or other filings are required to be made by Parent or OV2 MediVision with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or OV2 MediVision from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (except as may not have a MediVision Material Adverse Effect) (each, a “Governmental Entity Entity”) in connection with the execution, execution and delivery and performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Parent and OV2 MediVision and the consummation by Parent and OV2 of the Parent Subject TransactionsMerger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of MediVision and its Subsidiaries immediately following the Effective Time, other than (A) as contemplated by Sections 1.03, 6.04, 6.13 and 7.01(f), (B) necessary notices, reports, filings, consents, registrations, approvals, permits or authorizations pursuant to Section 1.03, (C) filing a draft of the S-4 Registration Statement with the Commission Bancaire Financiere et des Assurances (“CBFA”) prior to or concurrently with the filing of such document with the Securities Exchange Commission (“SEC”), (D) filing an application for delisting of the Shares from Euronext and filing an application, if necessary, for an exemption from any requirement to list the OIS Common Stock on the Euronext Stock Exchange, (E) filing application to, and receiving the approval of, the Israeli Tax Authority with respect to the Merger, (F) filings with, and approval by, the Office of the Chief Scientist of the Israeli Ministry of Trade & Industry (“OCS”) to the change in ownership of MediVision to be effected by the Merger (the “OCS Approval”), (G) filings with, and approval by, the Investment Center of the Israeli Ministry of Trade & Industry (the “Investment Center”) of the change in ownership of MediVision to be effected by the Merger (the “Investment Center Approval”), (H) obtaining the Options Tax Ruling (as defined in Section 6.12(c)(i)), (I) completing the process of de-listing MediVision’s shares from the Euronext Stock Exchange, and (J) other filings and recordation as required by Governmental Entities (defined below) other than those in the United States or Israel, except those which are authorized by that the FERCfailure to make or obtain would not, PUCT individually or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that would not aggregate, reasonably be expected to prevent, materially restrict or materially impair Parent or OV2 from consummating the Parent Subject Transactionshave a MediVision Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order Except for (as defined below)i) compliance with, and filings under, the FERC ApprovalHSR Act; (ii) compliance with, and filings under, the PUCT Approval, the FCC Approval, the filings in respect thereof Exchange Act and the filingsSecurities Act, noticesincluding the filing with the SEC of the Proxy Statement and the filing and dissemination of the Offer Documents, consentsincluding filing of the Schedule TO; (iii) compliance with state securities, registrations, approvals, permits or authorizations to takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be made or obtained required in connection with the transactions contemplated hereby; (Aiv) as contemplated the filing of the Certificate of Merger and other appropriate merger documents required by the Backstop Agreement or any other Transaction Agreement, (B) to or from DGCL with the Secretary of State of the State of Texas Delaware; (v) the Secretary filing of State a petition to, and the approval of, or a determination that no approval is required, of the State NYPSC under the New York Public Service Law; (vi) the FCC Pre-Approvals; (vii) compliance with the applicable requirements of Maryland the NYSE; (viii) the filing of an application to, or Delawarethe filing of an amendment to the Prior Application to, and approval of, the FERC under Section 203 of the FPA; (ix) such other items as disclosed in Section 6.2(c) of the Parent Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances solely attributable to the Company (the items set forth above in clauses (i) through (ix), the “Parent Required Governmental Approvals”), no Permit or Order or action of, registration, declaration or filing with or notice to any Governmental Entity is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder or the consummation of the Offer, the Merger and the other transactions contemplated hereby by Parent and Merger Sub, other than such items that the failure to make or obtain, as the case may be, individually or in connection with the Mergeraggregate, (C) required as a result would not be reasonably likely to prevent or materially delay or materially impede the ability of facts Parent or circumstances solely attributable Merger Sub to consummate the Company or its SubsidiariesOffer, a direct or indirect change of control thereof the Merger or the operation of their businesses, (D) under the HSR Act and (E) under the Exchange Act and the Securities Act (other than those items set forth in clauses (B) and (C), all such approvals being collectively the “Parent Approvals”), no notices, reports or other filings are required to be made transactions contemplated by Parent or OV2 with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or OV2 from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Parent and OV2 and the consummation by Parent and OV2 of the Parent Subject Transactions, except those which are authorized by the FERC, PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that would not reasonably be expected to prevent, materially restrict or materially impair Parent or OV2 from consummating the Parent Subject TransactionsAgreement.

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order (as defined below)Vermont Insurance Approval, the FERC Approval, the PUCT Approval, the FCC Approval, the and filings in respect thereof and the filings, notices, consents, registrations, approvals, permits or authorizations to be made or obtained filings and/or notices (A) as contemplated by the Backstop Agreement or any other Transaction Agreementpursuant to Section 1.5, (B) to or from the Secretary of State of the State of Texas the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (C) required as a result of facts or circumstances solely attributable to the Company or its Subsidiaries, a direct or indirect change of control thereof thereof, or the operation of their businesses, (DC) under the HSR Act and (D) under the Securities Act with respect to any registration statement to be filed with the SEC on Form S-4 (the “Form S-4”) or other applicable registration statement in connection with the issuance by Parent of Parent Common Stock issuable pursuant to this Agreement, (E) under the Exchange Act Act, (F) under any securities or “blue sky” laws of any jurisdiction in connection with the issuance by Parent of Parent Common Stock issuable pursuant to this Agreement, and (G) with the Securities Act NYSE in connection with the listing by Parent on the NYSE of the shares of Parent Common Stock issuable pursuant to this Agreement (other than those items set forth in clauses (BA) and (CB), all such approvals being collectively the “Parent Approvals”), no notices, reports or other filings are required to be made by Parent or OV2 Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or OV2 Merger Sub from, the Bankruptcy Court or any Governmental Entity in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Parent and OV2 Merger Sub and the consummation by Parent and OV2 Merger Sub of the Parent Subject TransactionsClosing Date Transactions and the other transactions contemplated by this Agreement, except those the failure of which are authorized by the FERCto make or obtain has not had and would not have, PUCT individually or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that would not reasonably be expected to preventaggregate, materially restrict or materially impair a Parent or OV2 from consummating the Parent Subject TransactionsMaterial Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order (as defined below), the FERC Approval, the PUCT Approval, the FCC Approval, the filings in respect thereof and the filings, notices, consents, registrations, approvals, permits or authorizations to be made or obtained Except for (A) compliance with, and filings under, the HSR Act, as contemplated by amended, and the Backstop Agreement or any other Transaction Agreement, rules and regulations thereunder; (B) to compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement; (C) compliance with, and filings under, the applicable requirements of Antitrust Law, competition Law or from other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States; (D) the filing of the Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Texas Delaware; (E) compliance with the Secretary of State applicable requirements of the State of Maryland NYSE; (F) notices, reports, filings, consents, registrations, permits or Delaware, as the case may be, authorizations required in connection with the Merger, (C) required as a result of facts or circumstances solely attributable to the Company or its Subsidiaries, a direct or indirect change of control thereof or the operation of their businesses, (D) under the HSR Act Carveout Transaction; and (EG) under such other items as disclosed in Section 5.2(c)(i) of the Exchange Act and Parent Disclosure Letter (the Securities Act (other than those items set forth above in clauses (BA) and through (CG), all such approvals being collectively the “Parent Required Governmental Approvals”), no notices, reports or other filings are required to be made by Parent or OV2 Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or OV2 from, Merger Sub from any Governmental Entity in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Parent and OV2 Merger Sub or the consummation of the Merger and the other transactions contemplated by this Agreement, other than such items that the failure to make or obtain, as the case may be, is not, individually or in the aggregate, reasonably likely to prevent or materially impede the consummation by Parent and OV2 of the Parent Subject TransactionsMerger, except those which are authorized the Carveout Transaction or the other transactions contemplated by this Agreement or the FERC, PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that would not reasonably be expected to prevent, materially restrict or materially impair Parent or OV2 from consummating the Parent Subject TransactionsCarveout Transaction Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order (as defined below)Vermont Insurance Approval, the FERC Approval, the PUCT Approval, the FCC Approval, the and filings in respect thereof and the filings, notices, consents, registrations, approvals, permits or authorizations to be made or obtained filings and/or notices (A) as contemplated by the Backstop Agreement or any other Transaction Agreementpursuant to Section 1.5, (B) to or from the Secretary of State of the State of Texas the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (C) required as a result of facts or circumstances solely attributable to the Company or its Subsidiaries, a direct or indirect change of control thereof thereof, or the operation of their businesses, (DC) under the HSR Act Act, and (ED) if the Parent Preferred Stock is issued pursuant to Section 1.8 (x) under the Securities Act with respect to any registration statement to be filed with the SEC on Form S-4 or other applicable registration statement in connection with the issuance by Parent of Parent Preferred Stock issuable pursuant to this Agreement, (y) under the Exchange Act Act, and (z) under any securities or “blue sky” laws of any jurisdiction in connection with the Securities Act issuance by Parent of Parent Preferred Stock issuable pursuant to this Agreement (other than those items set forth in clauses (BA) and (CB), all such approvals being collectively the “Parent Approvals”), no notices, reports or other filings are required to be made by Parent or OV2 any of the Merger Subs with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or OV2 any of the Merger Subs from, the Bankruptcy Court or any other Governmental Entity in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Parent and OV2 each Merger Sub and the consummation by Parent and OV2 each Merger Sub of the Parent Subject TransactionsClosing Date Transactions and the other transactions contemplated by this Agreement, except those the failure of which are authorized by the FERCto make or obtain has not had and would not have, PUCT individually or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that would not reasonably be expected to preventaggregate, materially restrict or materially impair a Parent or OV2 from consummating the Parent Subject TransactionsMaterial Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order (as defined below), the FERC Approval, the PUCT Approval, the FCC Approval, the filings in respect thereof and the filings, notices, consents, registrations, approvals, permits or authorizations licenses and/or notices as may be required to be made or obtained (A) as contemplated by the Backstop Agreement pursuant to Section 1.3 or any other Transaction Agreementunder Bermuda Law, (B) to or from under the Secretary of State of HSR Act, the State of Texas Securities Act and the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the MergerExchange Act, (C) required as a result of facts or circumstances solely attributable to be made with the Company or its SubsidiariesFCC, a direct or indirect change of control thereof or including the operation of their businessesNetwork Security Agreements, (D) under the HSR Act state securities, takeover and “blue sky” laws, (E) from CFIUS under Exon-Fxxxxx, (F) under AECA or ITAR, (G) under the Exchange Act and regulations administered by OFAC, (H) from the Securities Act United States Department of Defense or any cognizant security agency responsible for or having oversight of a Contract binding upon the Company or any of its Subsidiaries, (other than I) to the European Commission under the EC Merger Regulation or (J) in connection with the those listed in Section 2.2(e)(i) of the Parent Disclosure Letter (each of the items set forth described in clauses (BA) and — (CJ), all such approvals being collectively but excluding those in clause (J) the failure to make or obtain which would not reasonably be expected to have, a Company Material Adverse Effect or an Amalgamated Company Material Adverse Effect, the “Required Parent ApprovalsConsents”), no notices, reports or other filings are required to be made by Parent Parent, Amalgamation Sub or OV2 Amalgamation Sub Two with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent Parent, Amalgamation Sub or OV2 Amalgamation Sub Two from, any Governmental Entity in connection with the execution, execution and delivery and performance of this Agreement, the Amalgamation Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties Sub Amalgamation Agreement by Parent Parent, Amalgamation Sub and OV2 Amalgamation Sub Two, as applicable, and the consummation by Parent Parent, Amalgamation Sub and OV2 Amalgamation Sub Two of the Parent Subject TransactionsAmalgamation or the Sub Amalgamation, the other transactions contemplated by this Agreement, the Amalgamation Agreement and the Sub Amalgamation Agreement, except those which are authorized by the FERCfailure to make or obtain which, PUCT individually or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that aggregate, would not reasonably be expected to prevent, materially restrict or materially impair Parent or OV2 from consummating the Parent Subject Transactionshave an Amalgamated Company Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order (as defined below), the FERC Approval, the PUCT Approval, the FCC Approval, the filings in respect thereof and A) the filings, notices, consents, registrations, approvals, permits approvals and/or notices pursuant to Section 1.1 and Section 1.7 and under the Securities Laws and the rules and regulations of Nasdaq or authorizations to be made or obtained (A) as contemplated by the Backstop Agreement or any other Transaction Agreement, (B) to or from the Secretary filing and recordation of State appropriate documents for the Transactions as required by the DGCL and appropriate documents with the relevant authorities of the State of Texas the Secretary of State of the State of Maryland or Delaware, as the case may be, other jurisdictions in connection with the Merger, (C) required as a result of facts or circumstances solely attributable to which the Company or its Subsidiaries, a direct or indirect change of control thereof or the operation of their businesses, (D) under the HSR Act and (E) under the Exchange Act and the Securities Act (other than those items set forth in clauses (B) and (C), all such approvals being collectively the “Parent Approvals”)is qualified to do business, no notices, reports or other filings are required to be made by Parent or OV2 Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or OV2 Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Parent and OV2 Merger Sub and the consummation by Parent and OV2 Merger Sub of the Parent Subject Transactions, except those which are authorized by that the FERCfailure to make or obtain would not, PUCT individually or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that would not aggregate, reasonably be expected to preventhave a Parent Material Adverse Effect. The execution, materially restrict delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions will not, constitute or materially impair result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of Parent or OV2 from consummating Merger Sub or the comparable governing instruments of any of its Significant Subsidiaries, or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Parent Subject Transactionsor any of its Subsidiaries pursuant to, any material Contracts binding upon Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject, except, in the case of clause (B) above, for any breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the Confirmation Order Except for (as defined below)i) compliance with, and filings under, the FERC ApprovalHSR Act; (ii) compliance with, and filings under, the PUCT Approval, the FCC Approval, the filings in respect thereof Exchange Act and the filingsSecurities Act, noticesincluding the filing with the SEC of the Proxy Statement; (iii) compliance with state securities, consents, registrations, approvals, permits or authorizations to takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be made or obtained required in connection with the transactions contemplated hereby; (Aiv) as contemplated the filing of the Certificate of Merger and other appropriate merger documents required by the Backstop Agreement or any other Transaction Agreement, (B) to or from DGCL with the Secretary of State of the State of Texas Delaware; (v) the Secretary filing of State a petition to, and the approval of, or a determination that no approval is required, of the State NYPSC under the New York Public Service Law; (vi) the FCC Pre-Approvals; (vii) compliance with the applicable requirements of Maryland the NYSE; (viii) such other items as disclosed in Section 5.2(c) of the Parent Disclosure Letter; and (ix) filings and notices required as a result of facts and circumstances solely attributable to the Company (the items set forth above in clauses (i) through (viii), the “Parent Required Governmental Approvals”), no Permit or DelawareOrder or action of, registration, declaration or filing with or notice to any Governmental Entity is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby by Parent and Merger Sub, other than such items that the failure to make or obtain, as the case may be, individually or in connection with the Mergeraggregate, (C) required as a result would not be reasonably likely to prevent or materially delay or materially impede the ability of facts Parent or circumstances solely attributable Merger Sub to consummate the Company or its Subsidiaries, a direct or indirect change of control thereof Merger or the operation of their businesses, (D) under the HSR Act and (E) under the Exchange Act and the Securities Act (other than those items set forth in clauses (B) and (C), all such approvals being collectively the “Parent Approvals”), no notices, reports or other filings are required to be made transactions contemplated by Parent or OV2 with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or OV2 from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Parent and OV2 and the consummation by Parent and OV2 of the Parent Subject Transactions, except those which are authorized by the FERC, PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or those that would not reasonably be expected to prevent, materially restrict or materially impair Parent or OV2 from consummating the Parent Subject TransactionsAgreement.