Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (i) Other than the filings, notices, approvals and/or exemption orders (A) under the CBCA, (B) under the HSR Act, (C) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (D) to comply with state securities or “blue sky” Laws, (E) required to be made with the New York Stock Exchange, Inc. (“NYSE”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Investment Canada Act and Competition Act (Canada), and other than the Interim Order and the Final Order, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by the Company or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement and the Arrangement, except where the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorization, 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 ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement.

Governmental Filings; No Violations. (i) Other than the filings, notices, notices and/or approvals and/or exemption orders (A) under the CBCA, (B) under the HSR Act, (CB) under the Securities Act and the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (DC) to comply with state securities or “blue sky” Laws, (D) as may be required by the NYSE in respect of the Parent Common Stock to be issued in the transactions contemplated by this Agreement and the Arrangement and the listing of the Parent Common Stock on the NYSE, (E) required or advisable to be made with or obtained under Canadian securities Laws, the New York Stock Exchange, Inc. Investment Canada Act and the Competition Act (Canada) (the “NYSECompetition Act”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Investment Canada Act and Competition Act (Canada), and other than the Interim Order and the Final Orderstatutes, no notices, reports or other filings are required to be made by the Company Parent or any of its Subsidiaries with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by the Company Parent or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company Parent and the consummation by the Company Parent of the transactions contemplated by this Agreement and the Arrangement, except where the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorization, individually or in the aggregate, would not be reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent to consummate the transactions contemplated by this Agreement and the Arrangement.

Governmental Filings; No Violations. (i) Other than the filings, notices, approvals filings and/or exemption orders notices (A) under the CBCAcontemplated by Section 1.3, (B) under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (CX) under xnder the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (D) to comply with state securities or “blue sky” Lawscontemplated by Section 6.3 (which include the filing of the Registration Statement), (E) otherwise required to be made by Parent, the Company or Merger Sub under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Merger or any of the transactions contemplated by this Agreement, and (F) required to be made with governmental or regulatory authorities in any jurisdiction outside the New York Stock Exchange, Inc. (“NYSE”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Investment Canada Act and Competition Act (Canada), and other than the Interim Order and the Final OrderUnited States, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, and no nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Company or any of its Subsidiaries it from, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other xxxxxxxxxxxx xxxxxxxxx or instrumentality, or any quasi-governmental or private body exercising any regulatory authority, agency, commission, body or other governmental entity or quasi-governmental authority (“a "Governmental Entity”"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated by this Agreement and the Arrangementhereby, except where those that the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorizationare not, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect on it or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement and or materially impair the Arrangementability of the Surviving Corporation, the Company, the Parent, or any of their respective affiliates, following consummation of the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted.

Governmental Filings; No Violations. (i) Other than the filings, notices, approvals filings and/or exemption orders notices (A) under the CBCAcontemplated by Section 1.3, (B) under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (CX) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (D) to comply with state securities or “blue sky” Lawscontemplated by Section 6.3 (which include the filing of the Registration Statement), (E) otherwise required to be made by Parent, the Company or Merger Sub under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Merger or any of the transactions contemplated by this Agreement, and (F) required to be made with governmental or regulatory authorities in any jurisdiction outside the New York Stock Exchange, Inc. (“NYSE”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Investment Canada Act and Competition Act (Canada), and other than the Interim Order and the Final OrderUnited States, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, and no nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Company or any of its Subsidiaries it from, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other xxxxxxxxxxxx xxxxxxxxx or instrumentality, or any quasi-governmental or private body exercising any regulatory authority, agency, commission, body or other governmental entity or quasi-governmental authority (“a "Governmental Entity”"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated by this Agreement and the Arrangementhereby, except where those that the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorizationare not, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect on it or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement and or materially impair the Arrangementability of the Surviving Corporation, the Company, the Parent, or any of their respective affiliates, following consummation of the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted.

Governmental Filings; No Violations. (i) Other than the filingsNo consent, noticesapproval, approvals and/or exemption orders (A) under the CBCAorder or authorization of, (B) under the HSR Actor registration, (C) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (D) to comply declaration or filing with state securities or “blue sky” Laws, (E) required to be made with the New York Stock Exchange, Inc. (“NYSE”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Investment Canada Act and Competition Act (Canada), and other than the Interim Order and the Final Order, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, and no consents, registrations, approvals, permits or authorizations are Governmental Entity is required to be obtained or made by the Company Parent, Merger Sub I or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), Merger Sub II in connection with the execution and delivery of this Agreement by or the Company consummation of the Merger, the Subsequent Merger and other transactions contemplated hereby, except for: (A) the filing of the First Delaware Certificate of Merger and the consummation by Second Delaware Certificate of Merger with the Company Secretary of State of the transactions contemplated by this Agreement State of Delaware, (B) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under (1) applicable securities Laws and the Arrangementrules and regulations of the SEC, except where (2) the HSR Act and (3) applicable Parent Stock Exchange rules and regulations, and (C) such other consents, authorizations, filings, approvals and registrations the failure of which to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorizationwould not, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Company Parent Material Adverse Effect or prevent, prevent or materially delay or materially impair the ability of the Company Parent, Merger Sub I or Merger Sub II to consummate the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement and the ArrangementAgreement.

Governmental Filings; No Violations. (i) Other than the filings, notices, notices and/or approvals and/or exemption orders (A) under the CBCA, (B) under the HSR Act, (CB) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of CanadaLaws, (DC) to comply with U.S. state securities or “blue sky” LawsLaws or Canadian provincial or territorial securities laws, (ED) as may be required to be made with by the New York Stock Exchange, Inc. Exchange (the “NYSE”) in respect of the Parent Common Stock to be issued in the transactions contemplated by this Agreement and the Toronto Arrangement and the listing of the Parent Common Stock Exchange (“TSX”)on the NYSE, (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (GE) under the Investment Canada Act and the Competition Act (Canada)Act, and (F) under the antitrust and/or notification laws of any other than the Interim Order and the Final Orderjurisdiction, where required, no notices, reports or other filings are required to be made by the Company Parent or any of its Subsidiaries with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by the Company Parent or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company Parent and the consummation by the Company Parent of the transactions contemplated by this Agreement and the Arrangement, except where the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorization, individually or in the aggregate, would could not be reasonably likely be expected to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent to consummate the transactions contemplated by this Agreement and the Arrangement.

Governmental Filings; No Violations. Other than filings, notices and/or approvals (i) Other than the filings, notices, approvals and/or exemption orders (A) under the CBCA, (B) under the HSR Act, (C) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (D) to comply with state securities or “blue sky” Laws, (Eii) as required to be made with by the New York Stock Exchange, Inc. Exchange (the “NYSE”) and in respect of listing the Toronto Stock Exchange (“TSX”)Parent Common Shares to be issued, indirectly, to the Eveready Shareholders in accordance with the Arrangement, (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (Giii) under the Investment Canada Act and the Competition Act (Canada)Act, and (vi) under the antitrust and/or notification laws of any other than the Interim Order and the Final Orderjurisdiction, where required, no notices, reports or other filings are required to be made by the Company Parent or any of its Subsidiaries with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by the Company Parent or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company Parent and Purchaser and the consummation by the Company Parent and Purchaser of the transactions contemplated by this Agreement and the Arrangement, except where the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorizationauthorization would not, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent and Purchaser to consummate the transactions contemplated by this Agreement and the Arrangement.

Governmental Filings; No Violations. (i) 2.2.4.1. Other than the necessary filings, notices, approvals approvals, confirmations, consents, declarations and/or exemption orders decisions (A) under the CBCApursuant to Sections 1.1.2 and 3.4, (B) under the HSR Act, (C) under the Exchange Act, the Securities Act, the Ontario Securities Act Canadian securities laws, and the securities laws of each of CCA, and any approvals from the other provinces and territories of CanadaEuropean Commission or the European Union, (DC) to comply with state securities or “blue sky” Lawsthe rules and regulations of the NYSE, (E) required to be made with the New York Stock Exchange, Inc. (“NYSE”) TSE and the Toronto Stock Exchange (“TSX”)Nasdaq, (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (GD) under the Investment Canada Act "blue sky" laws in the United States and Competition Act similar Canadian securities laws (Canadasuch filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents"), and other than the Interim Order and the Final Orderno filings, no notices, reports or other filings declarations and/or decisions are required to be made by the Company or any of its Subsidiaries Parent with, and no consents, registrations, approvals, permits nor are any approvals or authorizations are other confirmations or consents required to be obtained by the Company or any of its Subsidiaries Parent from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery by Parent and Merger Sub of this Agreement Agreement, the performance by the Company Parent and Merger Sub of their obligations hereunder and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and the ArrangementAgreement, except where those the failure of which to make any such noticemake, report give or filing or obtain any such consent, registration, approval, permit or authorizationobtain, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair the Parent's or Merger Sub's ability of the Company to consummate the Merger or any of the other transactions contemplated by this Agreement and the ArrangementAgreement.

Governmental Filings; No Violations. (i) Other than the filings, notices, approvals filings and/or exemption orders notices (A) under the CBCA, (B) under the HSR Act, (B) the necessary notices and, if any, approvals of the FCC pursuant to the Communications Act or the FCC Rules, (C) under the Exchange Actnecessary notices and necessary approvals, if any, of the Securities Act, state and foreign public utility commissions or similar state or foreign regulatory bodies (each a "PUC") identified in the Ontario Securities Act SBC Disclosure Letter pursuant to applicable state or foreign laws regulating CMRS (together with the FCC Rules and the securities laws of each of the other provinces FAA Rules, "Utilities Laws") and territories of Canada, (D) to comply with state securities or “blue sky” Laws, the necessary notices and approvals of foreign Governmental Entities identified in the SBC Disclosure Letter (E) required to be made with such filings and/or notices being the New York Stock Exchange, Inc. (“NYSE”) and the Toronto Stock Exchange (“TSX”"SBC Required Consents"), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Investment Canada Act and Competition Act (Canada), and other than the Interim Order and the Final Order, no notices, reports or other filings are required to be made by the Company it or any of its Subsidiaries with, and no nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Company it or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the transactions contemplated by this Agreement and SBC Contribution or the ArrangementSBC Additional Closings hereby, except where those that the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorizationwould not, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect on the SBC Companies or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement and the ArrangementAgreement.

Governmental Filings; No Violations. (i) Other than the filings, notices, approvals and/or exemption orders (A) under the CBCA, (B) under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (C) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of CanadaLaws, (D) to comply with U.S. state securities or “blue sky” LawsLaws or Canadian provincial or territorial securities laws, (E) required to be made with the New York NASDAQ Stock Exchange, Inc. Market (“NYSENASDAQ”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes under the Investment Canada Act and the Competition Act (Canada) (the “Competition Act”), and (G) under the Investment Canada Act and Competition Act (Canada)antitrust and/or notification laws of any other jurisdiction, where required, and other than the Interim Order and the Final Order, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by the Company or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement and the Arrangement, except where the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorization, individually or in the aggregate, would could not be reasonably likely be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement.