Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (a) Other than (A) the Interim Order and any approvals required by the Interim Order, (B) the Final Order, (C) the Arrangement Filings under NSCA, (D) the Regulatory Clearances (and making the Competition Filings); (E) compliance with all Applicable Securities Laws, including the rules and policies of the Exchanges and (F) except as, individually or in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and (y) would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations under this Agreement or the consummation by the Company of the Transactions.

Governmental Filings; No Violations. (a) Other than the expirations of statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (Ai) under the Interim Order and any approvals HSR Act, (ii) pursuant to the DGCL, (iii) required to be made with or obtained from the SEC, (iv) required to be made with or by the Interim OrderNASDAQ and (v) under the Takeover Statutes and state securities and “blue sky” Laws (collectively, (B) the Final Order“Parent Approvals”), (C) and assuming the Arrangement Filings under NSCA, (D) the Regulatory Clearances (and making the Competition Filings); (E) compliance with all Applicable Securities Laws, including the rules and policies accuracy of the Exchanges representations and (F) except as, individually or warranties set forth in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and (y) would not reasonably be expected to prevent, materially delay or materially impair the consummation of the TransactionsSection 5.4(a), no expirations of any statutory waiting periods under applicable Antitrust Laws are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company Parent or any of its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company Parent or any of its Subsidiaries Merger Sub from, any Governmental Entity, in connection with the execution and delivery by the Company of this Agreement, the and performance by the Company of its obligations under this Agreement or by Parent and Merger Sub and the consummation by the Company of the Transactions, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than (A) Assuming the Interim Order accuracy of Parent’s and any approvals required by the Interim Order, (B) the Final Order, (C) the Arrangement Filings under NSCA, (D) the Regulatory Clearances (Merger Sub’s representations and making the Competition Filingswarranties in Section 4.5(a); (E) compliance with all Applicable Securities Laws, including the rules and policies of the Exchanges and (F) except as, individually or in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and (y) would not reasonably be expected to preventother than the expirations of waiting periods and the filings, materially delay or materially impair the consummation of the Transactions, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries withreports, nor are any consents, registrations, approvals, Permits permits or authorizations (i) under any Antitrust Law, (ii) under any Foreign Investment Law, (iii) under the other Regulatory Approvals, (iv) pursuant to the DGCL, (v) required to be made with or obtained from the SEC, (vi) required to be made with or by NYSE, (vii) such other items required solely by reason of the participation and identity of Parent in the Transactions and (viii) under any Takeover Statutes and state securities and “blue sky” Laws, in each case of the foregoing clauses as applicable, no waiting periods, filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by the Company or any of its Subsidiaries from, with or from any Governmental Entity, Entity in connection with the execution and delivery by the Company of this Agreement, the and performance by the Company of its obligations under this Agreement or the consummation by the Company, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or prevent, materially impair or materially delay the ability of the Company of to consummate the Transactions.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations required (A) under the Interim Order and any approvals required by the Interim OrderHSR Act in connection with this Agreement, (B) set forth on Section 3.02(c)(i)(B) of the Final Order, Purchaser Disclosure Letter or (C) required under the Arrangement Filings under NSCA, (D) Exchange Act and the Regulatory Clearances (and making the Competition Filings); (E) compliance with all Applicable Securities Laws, including the rules and policies of the Exchanges and (F) except as, individually or in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and (y) would not reasonably be expected to prevent, materially delay or materially impair the consummation of the TransactionsAct, no noticesfilings, notices and/or reports or other filings are required to be made by the Company Purchaser or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits permits, expirations of waiting periods or authorizations required to be obtained by the Company Purchaser or any of its Subsidiaries from, from any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by the Company of this Agreement, the performance by the Company of its obligations under this Agreement or Purchaser and/or the consummation by the Company Purchaser of the Transactionstransactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Purchaser Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (Ai) under the HSR Act, (ii) associated with the filing of the Merger Application with the Registrar pursuant to the Companies Act, (iii) required to be made with or by the NYSE or TSX, (iv) the Interim Order and any approvals required by the Interim OrderCFIUS Clearance, or (Bv) the Final Order, (Capprovals set forth in Section 4.4(a) the Arrangement Filings under NSCA, (D) the Regulatory Clearances (and making the Competition Filings); (E) compliance with all Applicable Securities Laws, including the rules and policies of the Exchanges and Company Disclosure Schedule (F) except ascollectively, individually or in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole“Parent Approvals”), and (y) would not reasonably be expected to prevent, materially delay or materially impair assuming the consummation accuracy of the Transactionsrepresentations and warranties set forth in Section 4.4(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by the Company of this Agreement, the and performance by the Company of its obligations under this Agreement or and the consummation by the Company of the Transactions, except as would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (Ai) under the Interim Order and any approvals required by the Interim OrderHSR Act, (Bii) pursuant to the Final OrderDGCL, (Ciii) required to be made with or obtained from the Arrangement Filings under NSCA, (D) the Regulatory Clearances (and making the Competition Filings); (E) compliance with all Applicable Securities LawsSEC, including the rules and policies filing with the SEC of the Exchanges Schedule 14D-9, (iv) required to be made with or by the NASDAQ, (v) under the Takeover Statutes and state securities and “blue sky” Laws and (Fvi) except as, individually or in required to be obtained from the aggregateOIO and/or NZMOF under the NZ Act, (xvii) would not reasonably be expected required to be material to obtained from the Australian Treasurer under the FATA and (viii) set forth in Section 4.04(a)(vi) of the Company and its SubsidiariesDisclosure Schedule (collectively, taken as a wholethe “Company Approvals”), and (y) would not reasonably be expected to prevent, materially delay or materially impair assuming the consummation accuracy of the Transactionsrepresentations and warranties set forth in Section 5.04(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery of and performance under this Agreement by the Company and the consummation of this Agreement, the performance transactions contemplated by the Company of its obligations under this Agreement except as would not, individually or in the consummation by the Company of the Transactionsaggregate, reasonably be expected to result in a Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than No consent, approval, permits, declarations, order or authorization of, filing, licenses or registration with, or notification to (any of the foregoing, a “Consent”) any Governmental Entity is required on the part of the Company or its Subsidiaries in connection with (A) the Interim Order execution and any approvals required delivery of this Agreement by the Interim Order, Company; (B) the Final Order, performance by the Company of its covenants and obligations pursuant to this Agreement; or (C) the Arrangement Filings consummation of the transactions contemplated by this Agreement, except: (i) such Consents as may be required under NSCAthe HSR Act or any Antitrust Laws in any case that are applicable to the transactions contemplated by this Agreement, (Dii) as required by the Regulatory Clearances DGCL, (iii) required to be made with or obtained from the SEC, (iv) as required to be made with or by the NASDAQ, (v) as required under the Takeover Statutes and making the Competition Filings); (E) compliance with all Applicable Securities state securities and “blue sky” Laws, including the rules and policies (vi) other Consents of Governmental Entities set forth in Section 5.4(a) of the Exchanges and (F) except as, individually or in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeDisclosure Schedule, and (yvii) such other Consents which if not obtained or made would not have a Material Adverse Effect or would not or would not reasonably be expected to prevent, materially delay or materially impair the consummation ability of the Transactions, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained consummate the transactions contemplated by this Agreement by the Company or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by the Company of this AgreementOutside Date (collectively, the performance by the “Company of its obligations under this Agreement or the consummation by the Company of the TransactionsApprovals”).

Governmental Filings; No Violations. (a) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation, the Initial Spin, and Spinco Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (Ai) the Interim Order and any approvals required by the Interim Orderpursuant to Section 2.3, (Bii) the Final Order, (C) the Arrangement Filings required under NSCA, (D) the Regulatory Clearances (and making the Competition Filings); (E) compliance with all Applicable Securities Laws, including the rules and policies regulations of the Exchanges and (F) except as, individually or in the aggregateNYSE, (xiii) would not reasonably be expected required under the HSR Act and any other applicable Antitrust Laws, the Exchange Act and the Securities Act, (iv) to be material to the Company and its Subsidiaries, taken as a wholecomply with state securities or “blue-sky” Laws, and (yv) would not reasonably as may be expected required with or to prevent, materially delay or materially impair the consummation of the TransactionsForeign Regulators pursuant to Foreign Regulatory Laws, no noticesfilings, notices or reports or other filings are required to be made by the Company or any of its Subsidiaries Remainco with, nor are any consents, registrations, approvals, Permits permits, expirations of waiting periods or authorizations required to be obtained by the Company or any of its Subsidiaries Remainco from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery by the Company performance of this AgreementAgreement by Xxxxxxxx, except, in each case, those that the performance by failure to make or obtain would not, individually or in the Company of its obligations under this Agreement or the consummation by the Company of the Transactionsaggregate, reasonably be likely to have a Remainco Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (Ai) under the HSR Act, (ii) associated with the filing of the Merger Application with the Registrar pursuant to the Companies Act, (iii) required to be made with or by the NYSE or TSX, (iv) the Interim Order and any approvals required by the Interim OrderCFIUS Clearance, or (Bv) the Final Order, (Capprovals set forth in Section 4.4(a) the Arrangement Filings under NSCA, (D) the Regulatory Clearances (and making the Competition Filings); (E) compliance with all Applicable Securities Laws, including the rules and policies of the Exchanges and (F) except as, individually or in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeDisclosure Schedule, and (y) would not reasonably be expected to prevent, materially delay or materially impair assuming the consummation accuracy of the Transactionsrepresentations and warranties set forth in Section 4.4(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company or any of its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company or any of its Subsidiaries Merger Sub from, any Governmental Entity, in connection with the execution and delivery by the Company of this Agreement, the and performance by the Company of its obligations under this Agreement or and the consummation by the Company of the Transactions, except as would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Merger Sub to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (Ai) under the Interim Order and any approvals HSR Act, (ii) associated with the filing of the Merger Application with the Registrar pursuant to the Companies Act, (iii) required to be made with or obtained from the SEC, (iv) required to be made with or by the Interim OrderNYSE or the JSE, (Bv) the Final Orderunder state securities and “blue sky” Laws, (Cvi) to the Arrangement Filings under NSCABermuda Monetary Authority, or (Dvii) the Regulatory Clearances (and making the Competition Filings); (Eset forth in Section 4.4(a) compliance with all Applicable Securities Laws, including the rules and policies of the Exchanges and Company Disclosure Letter (F) except ascollectively, individually or in the aggregate, (x) would not reasonably be expected to be material to the “Company and its Subsidiaries, taken as a wholeApprovals”), and (y) would not reasonably be expected to prevent, materially delay or materially impair assuming the consummation accuracy of the Transactionsrepresentations and warranties set forth in Section 5.3(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, with any Governmental Entity, Entity in connection with the execution and delivery by the Company of this Agreement, the and performance by the Company of its obligations under this Agreement or and the consummation by the Company of the Transactions, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (Ai) under the HSR Act, (ii) associated with the filing of the Merger Application with the Registrar pursuant to the Companies Act, (iii) required to be made with or by the NYSE or the JSE, or (iv) the Interim Order and any approvals required by the Interim Order, (Bset forth in Section 4.4(a) the Final Order, (C) the Arrangement Filings under NSCA, (D) the Regulatory Clearances (and making the Competition Filings); (E) compliance with all Applicable Securities Laws, including the rules and policies of the Exchanges and Company Disclosure Letter (F) except ascollectively, individually or in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole“Parent Approvals”), and (y) would not reasonably be expected to prevent, materially delay or materially impair assuming the consummation accuracy of the Transactionsrepresentations and warranties set forth in Section 4.4(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by the Company of this Agreement, the and performance by the Company of its obligations under this Agreement or and the consummation by the Company of the Transactions, except as would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (Ai) under the Interim Order and any approvals HSR Act, (ii) associated with the filing of the Merger Application with the Registrar pursuant to the Companies Act, (iii) required to be made with or obtained from the SEC, (iv) required to be made with or by the Interim OrderNYSE, (Bv) the Final Orderunder state securities and “blue sky” Laws, (Cvi) under the Arrangement Filings under NSCACFIUS Regulations, or (Dvii) the Regulatory Clearances (and making the Competition Filings); (Eset forth in Section 4.4(a) compliance with all Applicable Securities Laws, including the rules and policies of the Exchanges and Company Disclosure Schedule (F) except ascollectively, individually or in the aggregate, (x) would not reasonably be expected to be material to the “Company and its Subsidiaries, taken as a wholeApprovals”), and (y) would not reasonably be expected to prevent, materially delay or materially impair assuming the consummation accuracy of the Transactionsrepresentations and warranties set forth in Sections 5.4(a) and 6.3(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, with any Governmental Entity, Entity in connection with the execution and delivery by the Company of this Agreement, the and performance by the Company of its obligations under this Agreement or and the consummation by the Company of the Transactions, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (Ai) under the Interim Order and any approvals required by the Interim OrderHSR Act, (Bii) pursuant to the Final OrderMBCA, (Ciii) under the Arrangement Filings under NSCAExchange Act, (Div) required to be made with the Regulatory Clearances NASDAQ, (v) under the Takeover Statutes and making the Competition Filings); state securities and “blue sky” Laws and (Evi) compliance with all Applicable Securities Laws, including the rules and policies set forth in Section 6.4(a)(vi) of the Exchanges Parent Disclosure Letter (collectively, the “Parent Approvals”), as applicable, no expirations of waiting periods are required and (F) no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by Parent or Merger Sub with, nor are any 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 of the transactions contemplated by this Agreement, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except asas would not, individually or in the aggregate, (x) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and (y) would not reasonably be expected to prevent, materially delay or materially impair the consummation ability of Parent or Merger Sub to consummate the Transactions, no notices, reports or other filings are required to be made transactions contemplated by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, Permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations under this Agreement or the consummation by the Company of the Transactions.