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

Governmental Filings; No Violations; Etc. (i) Other than (i) the filing by Parent of the Form S-4 of which the Joint Proxy Statement/Prospectus is a part, (ii) (A) the filing of a Notification and Report Form by Parent pursuant to the HSR Act and the termination of the waiting period required thereunder, and (B) such filings as may be necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, (iii) the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (v) any notice pursuant to the rules and regulations of NASDAQ, no Consents are required to be made by Parent or Merger Sub with, or are 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 and the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions.

Governmental Filings; No Violations; Etc. (a) Other than the approvals, filings and/or notices (i) Other than (i) the filing by Parent pursuant to Article 2 of the Form S-4 of which Agreement, including the Joint Proxy Statement/Prospectus is a partInterim Order and any approvals required thereunder, the Final Order and filings with the Registrar under the YBCA, (ii) (A) the filing of a Notification and Report Form by Parent pursuant to the HSR Act and the termination of the waiting period required thereunder, and (B) such filings as may be necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust LawsCompetition Approvals, (iii) the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” LawsICA Approval, (iv) approvals, filings and/or notices under the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Securities Laws and (v) any notice pursuant to under the rules and regulations of NASDAQHealth Care Regulatory Approvals, no Consents notices, reports or other filings are required to be made by the Parent or Merger Sub and/or the Purchaser with, nor are any consents, registrations, approvals, permits or are authorizations required to be obtained by the Parent or Merger Sub and/or the Purchaser from, any Governmental Entity Entity, in connection with the execution, delivery and performance of this Agreement by the Parent and Merger Sub the Purchaser and the consummation by Parent and Merger Sub of the Merger and the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent prevent, materially delay or materially delay impair the ability consummation of the Transactions or results from or is attributable to facts or circumstances relating to the Company or its Subsidiaries (such exception not including, for the avoidance of doubt, the fact that the Parent or Merger Sub to consummate the Merger and the other TransactionsPurchaser are entering into a transaction pursuant to which the Common Shares are being acquired) or Laws or Contracts binding on the Company or its Subsidiaries.

Governmental Filings; No Violations; Etc. (i) Other than (i) the filing by Parent of FERC Approval, the Form S-4 of which NRC Approval and the Joint Proxy Statement/Prospectus is a part, (ii) FCC Approval and filings in respect thereof and the filings and/or notices (A) the filing of a Notification and Report Form by Parent pursuant to Section 1.3, (B) 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 and (C) under the HSR Act and the termination of the waiting period required thereunder, (other than those in clauses (A) and (B) ), all such filings as may be necessary to obtain approvals being collectively the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, (iii) the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (v) any notice pursuant to the rules and regulations of NASDAQParent Approvals”), no Consents notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or are 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 and the other Transactionstransactions contemplated hereby, except those that those, the failure to make or obtain which would not, individually or in the aggregate, reasonably be expected to prevent prevent, materially delay or materially delay impair the ability of Parent or and Merger Sub to consummate the Merger and the other Transactionstransactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the filings and/or notices (iA) pursuant to Section 1.3, (B) under the HSR Act, any other applicable antitrust laws and any other antirust, competition or similar Laws of any foreign jurisdiction, (C) the filing by Parent with the SEC of the preliminary proxy statement and the Proxy Statement and of a registration statement on Form S-4 of pursuant to which the Joint Proxy Statement/Prospectus is a part, (ii) (A) offer and sale of shares of Parent Common Stock in the filing of a Notification and Report Form by Parent Merger will be registered pursuant to the HSR Act and the termination of the waiting period required thereunder, and (B) such filings as may be necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, (iii) the applicable requirements of the Securities Act, and in which the Exchange Act Proxy Statement will be included as a prospectus and state securities, takeover and “blue sky” Lawsthe declaration of effectiveness of the Form S-4, (ivD) under the filing Rules of the Certificate of Merger with the Secretary of State of the State of Delaware New York Stock Exchange and (vE) any notice pursuant to any applicable foreign or state securities or blue sky laws (collectively, clauses (A) through E), the rules and regulations of NASDAQ“Parent Approvals”), no Consents notices, reports or other filings are required to be made by Parent or and Merger Sub with, nor are any consents, registrations, approvals, permits or are authorizations required to be obtained by Parent or and 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 and the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of have a Parent or Merger Sub to consummate the Merger and the other TransactionsMaterial Adverse Change.

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) Other than (i) the filing by Parent pursuant to Section 1.3 of the Form S-4 of which the Joint Proxy Statement/Prospectus is a partthis Agreement, (ii) (A) the filing of a Notification and Report Form by Parent pursuant to under the HSR Act and the termination of the waiting period required thereunderAct, and (B) such filings as may be necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, (iii) the applicable requirements of the Securities Act, the Exchange Act Act, the EC Merger Regulation and the China Anti-Monopoly Law, (iii) required to be made with the NYSE, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” laws, (v) required to be made with or to those foreign Governmental Entities regulating competition and antitrust Laws, (ivvi) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware required to be made under any Environmental Law and (vvii) any notice pursuant to the rules and regulations of NASDAQthe FDA and similar foreign Governmental Entities, no Consents notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any registrations, consents, approvals, permits or are authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity Entity, in connection with the execution, execution and delivery and performance of this Agreement by Parent and or Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other Transactionstransactions contemplated by this Agreement, except those that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of a Parent or Merger Sub to consummate the Merger and the other TransactionsMaterial Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than (i) the filing by Parent approvals, notices, reports, registrations, submissions or filings under the insurance Laws of the Form S-4 of jurisdictions in which the Joint Proxy Statement/Prospectus is a part, (ii) (A) Company and its Subsidiaries are organized or transact the filing business of a Notification insurance and Report Form by Parent the filings and/or notices pursuant to Section 1.3, under the HSR Act and the termination of the waiting period required thereunder, and (B) such filings as may be necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all any other applicable Antitrust Laws, (iii) the applicable requirements of the Securities Act, the Exchange Act merger control laws and state securities, takeover and “blue sky” Laws, (iv) the filing of the Merger Certificate of Merger with the Secretary of State of the State of Delaware and (v) any notice pursuant to collectively, the rules and regulations of NASDAQ“Parent Approvals”), no Consents notices, reports, submissions or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or are 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 and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent prevent, materially delay or materially delay impair the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger and the other Transactionstransactions contemplated hereby (a “Parent Material Adverse Effect”).

Governmental Filings; No Violations; Etc. (a) Except for (i) Other than (i) filings under the filing by Parent of the Form S-4 of which the Joint Proxy Statement/Prospectus is a partHSR Act, if required, (ii) (A) the filing of a Notification and Report Form by Parent pursuant to the HSR Act and the termination of the waiting period required thereundercompliance with, and (B) such filings as may be necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, (iii) the applicable requirements of the Securities Actunder, the Exchange Act and the Securities Act, including the filing with the SEC of the Schedule 13E-3 and the Proxy Statement, (iii) compliance with state securities, takeover and “blue sky” LawsLaws 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 Delaware and (v) any notice pursuant to compliance with the applicable requirements of the NASDAQ, (vi) notices, reports or other filings as may be required by the DPA and the rules and regulations of NASDAQthereunder or any other legal requirement applicable to obtaining the CFIUS Clearance, and (vii) the Other Approvals, no Consents notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals or are authorizations required to be obtained by Parent or Merger Sub from, from any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and or the consummation by Parent and Merger Sub of the Merger and the other Transactionstransactions contemplated by this Agreement, except those other than such items that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of a Parent or Merger Sub to consummate the Merger and the other TransactionsMaterial Adverse Effect.