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

Governmental Filings; No Violations; Etc. (a) Other than the filings, reports, consents, registrations, approvals, Permits, expirations of waiting periods, authorizations and/or notices (i) pursuant to Section 1.3, (ii) under the HSR Act, (iii) under the Communications Act, including the FCC Rules, (iv) under any applicable state Laws regulating telecommunications services or facilities, including any rules, regulations and order of any PUC or similar foreign Laws regulating telecommunications services or facilities, to the extent set forth on Section 4.5(a) of the Parent Disclosure Letter, (v) under the rules and regulations of the NYSE or NASDAQ, (vi) under the Exchange Act and (vii) under any state securities or “blue sky” laws, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger, the other transactions contemplated hereby and by the Voting Agreement, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ai) Other than the filings, reportspermits, consentsauthorizations, registrationsconsents and approvals as may be required under, approvals, Permits, expirations of waiting periods, authorizations and/or notices (i) pursuant to Section 1.3and other applicable requirements of, (iiA) under the DGCL, (B) state securities laws, (C) the HSR Act, the Competition Act (iiiCanada), Colombian competition approval and other mandatory foreign and supranational antitrust premerger notification or approval requirements, (D) under the Communications Investment Canada Act, including the FCC Rules, (iv) under any applicable state Laws regulating telecommunications services or facilities, including any rules, regulations and order of any PUC or similar foreign Laws regulating telecommunications services or facilities, to the extent set forth on Section 4.5(a) Exon-Fxxxxx provisions of the Parent Disclosure LetterOmnibus Trade and Competitiveness Act of 1988, as amended (v“Exon-Fxxxxx”) under the rules and regulations of the NYSE or NASDAQ, (vi) under the Exchange Act and (viiE) under as may be required or customarily filed pursuant to any state securities or environmental transfer statutes (the “blue sky” lawsParent Approvals”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, Permits permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger, Merger and the other transactions contemplated hereby and by the Voting Agreementhereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely expected to prevent, prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (a) Other than the filings, reports, consents, registrations, approvals, Permits, expirations of waiting periods, authorizations and/or notices (i) pursuant to Section 1.3, (ii) under the HSR Act, (iii) under the Communications Act, including the FCC Rules, (iv) under any applicable state Laws regulating telecommunications services or facilities, including any rules, regulations and order of any PUC or similar foreign Laws regulating telecommunications services or facilities, to the extent set forth on Section 4.5(a) of the Parent Disclosure Letter, (v) under the rules and regulations of the NYSE or NASDAQNYSE, (vi) under the Exchange Act and (vii) under any state securities or “blue sky” laws, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger, the other transactions contemplated hereby and by the Voting Agreement, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ai) Other than the filings, reports, consents, registrations, approvals, Permits, expirations of waiting periods, authorizations consents and/or notices (i) pursuant to Section 1.3, (iiA) under the HSR Act, (iiiB) required to be made with the FCC, (C) required to be made with the PUCs and (D) under the Communications Actstate securities, including the FCC Rules, (iv) under any applicable state Laws regulating telecommunications services or facilities, including any rules, regulations takeover and order of any PUC or similar foreign Laws regulating telecommunications services or facilities, to the extent set forth on Section 4.5(a) of the Parent Disclosure Letter, (v) under the rules and regulations of the NYSE or NASDAQ, (vi) under the Exchange Act and (vii) under any state securities or “blue sky” laws, no notices, reports or other filings are required to be made by Parent or Merger Sub (or any of their Affiliates) with, nor are any consents, registrations, approvals, Permits permits or authorizations required to be obtained by Parent or Merger Sub (or any of their Affiliates) from, any Governmental Entity in connection with the execution, execution and delivery and performance of this Agreement by Parent and Merger Sub Sub, as applicable, and the consummation by Parent and Merger Sub of the Merger, Merger and the other transactions contemplated hereby and by the Voting this Agreement, except those that the failure to make or obtain would notwhich, individually or in the aggregate, would not reasonably be likely expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. None of Parent, Merger Sub, nor any of their Affiliates hold any interest in any entity set forth on Section 2.3(d) of the Company Disclosure Letter that would be reasonably likely to result in the United States Federal Trade Commission (the “FTC”) or the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) opening an investigation regarding the proposed transaction or issuing an additional request for information and documentary materials (a “Second Request”) to Parent or the Company regarding the proposed transaction under the HSR Act.

Governmental Filings; No Violations; Etc. (a) Other than the filings, reports, consents, registrations, approvals, Permits, expirations of waiting periods, authorizations and/or notices (i) pursuant to Section 1.3Except for (i) compliance with, and filings under, the HSR Act; (ii) under compliance with, and filings under, the HSR Act, (iii) under the Communications Exchange Act, including the FCC Rules, filing of the Schedule TO; (iii) 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; (iv) under any applicable state Laws regulating telecommunications services or facilities, including any rules, compliance with the rules and regulations of Nasdaq; and order of any PUC or similar foreign Laws regulating telecommunications services or facilities, to the extent set forth on (v) such other items as disclosed in Section 4.5(a5.2(c)(v) of the Parent Disclosure Letter, Letter (the items set forth above in clauses (i) through (v) under ), the rules and regulations of the NYSE or NASDAQ, (vi) under the Exchange Act and (vii) under any state securities or “blue sky” lawsParent Approvals”), no notices, reports or other filings are required to be made by Merger Sub, Parent or Merger Sub any other affiliate of Parent with, nor are any consents, registrations, approvals, Permits permits or authorizations required to be obtained by Merger Sub, Parent or Merger Sub any other affiliate of Parent from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the MergerOffer, the Merger and the other transactions contemplated hereby and by the Voting Agreementhereby, except those that the failure to make or obtain would not, individually or in the aggregate, not be reasonably be likely to prevent, prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer, the Merger and the other transactions contemplated by this Agreementhereby.