Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (a) No notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby other than (i) the filing of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting to be held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) notices, reports, filings, consents, registrations, approvals, permits or authorizations that the failure to obtain would not reasonably be expected to have a Material Adverse Effect (items (i) through (vi), collectively, the “Company Approvals”).

Governmental Filings; No Violations. (ai) No Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) required under the HSR Act, (B) required under any Health Regulatory Laws and set forth on Section 3.01(d)(i)(B) of the Seller Disclosure Letter or (C) required under the Exchange Act and the Securities Act, no filings, notices and/or reports or other filings are required to be made by the Company Seller Parties or the Transferred Entities with, nor are any consents, registrations, approvals, permits permits, expirations of waiting periods or authorizations required to be obtained by the Company Seller Parties or the Transferred Entities from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), Entity pursuant to any Law in connection with the execution, delivery and performance of this Agreement by the Company Seller and the consummation of the Merger and the other transactions contemplated hereby other than (i) including the filing execution and delivery of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders of the Company Ancillary Agreements), except, in connection with the Shareholders Meeting to be held in connection with this Agreementeach case, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) notices, reports, filings, consents, registrations, approvals, permits or authorizations those that the failure to make or obtain would not not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect (items (i) through (vi)or prevent, collectively, materially delay or materially impair the “Company Approvals”)ability of the Seller to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) No Other than the filings, notices, reports reports, consents, registrations, approvals, permits, expirations of waiting periods or other filings are authorizations (i) under Antitrust Laws, (ii) pursuant to or under the CCC, the Exchange Act and the Securities Act, including the filing of the Consent Solicitation Statement with the SEC, (iii) required to be made by with Nasdaq, and (iv) with respect to state securities, takeover and “blue sky” Laws (collectively, the Company with“Parent Approvals”), nor are any 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 made or obtained by the Company Parent or Merger Sub with or from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby other than (i) the filing of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders of the Company Transactions or in connection with the Shareholders Meeting to be held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 continuing operation of the Exchange Act business of Parent and its Subsidiaries following the Effective Time, except as would not, individually or in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) noticesaggregate, reports, filings, consents, registrations, approvals, permits or authorizations that the failure to obtain would not reasonably be expected to have a Material Adverse Effect (items (i) through (vi)prevent, collectively, materially delay or materially impair the “Company Approvals”)ability of Parent to consummate the Transactions.

Governmental Filings; No Violations. (ai) No Other than (i) the filings by the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, and (iv) any filing with or approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets (the filings and approvals referred to in clauses (i) through (iv) collectively referred to as the "Regulatory Filings"), no notices, reports or other filings are required to be made by the Company or its Subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or its Subsidiary from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court commission or other legislativeentity, executive domestic or judicial governmental entity foreign (each, a “"Governmental Entity”"), in connection with the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby hereby, other than (i) the filing of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting to be held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) notices, reportsreports or other filings which are not material and which, filingsif not made or obtained, consentsindividually and in the aggregate, registrations, approvals, permits or authorizations that the failure to obtain would not reasonably be expected likely to have a Material Adverse Effect (items (i) through (vi)impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated hereby or subject Parent, collectivelyMerger Sub, the “Company Approvals”)Company, its Subsidiary or any of their officers, directors or employees to any criminal liability.

Governmental Filings; No Violations. (ai) No Except for any reports, filings, registrations, approvals and notices required to be made: (A) pursuant to Section 1.2; (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq National Market Stock Market (“Nasdaq”); (C) as set forth on Schedule 4.1(d)(i)(C) of the Company Disclosure Schedules (items (B) and (C), the “Company Required Statutory Approvals”); and (D) by Parent or Merger Sub on behalf of itself and the Company in Italy with the Italian Competition Authority, no notices, reports reports, registrations or other filings are required to be made by the Company with, nor are any and no consents, registrations, approvals, permits or authorizations are required to be obtained by the Company from, any domestic U.S. or foreign federal, state or local governmental or regulatory authority, agency, commission, body, court body or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, Company’s execution and delivery and performance of this Agreement and the consummation by the Company and the consummation of the Merger and the other transactions contemplated hereby hereby, other than (i) the filing of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting to be held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) those notices, reports, filings, registrations or other filings and consents, registrations, approvals, permits or and authorizations that the failure of which to make or obtain would has not had, and could not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect (items (i) through (vi)or would not prevent, collectively, materially delay or materially impair the “ability of the Company Approvals”)to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) No Other than (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business and (ii) the filings, notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits or and authorizations required to be made (A) under the Exchange Act, the Securities Act and any state securities, takeover and “blue sky” Laws and (B) as may be required under the rules and regulations of the NYSE, no filings, notices, reports, consents, registrations, approvals, permits, orders, declarations, licenses or authorizations are required to be made by Parent or Merger Sub with, nor are any required to be made or obtained by the Company Parent or Merger Sub with or from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Merger and Transactions, except as would not, individually or in the other transactions contemplated hereby other than (i) the filing of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting to be held in connection with this Agreementaggregate, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) notices, reports, filings, consents, registrations, approvals, permits or authorizations that the failure to obtain would not reasonably be expected to have a Material Adverse Effect (items (i) through (vi)prevent, collectively, materially delay or materially impair the “Company Approvals”)ability of Parent or Merger Sub to consummate the Transactions.

Governmental Filings; No Violations. (a) No Other than the filings, notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits permits, waivers, expirations of waiting periods or authorizations pursuant to, in compliance with or required to be made under, (i) the DGCL, (ii) the Exchange Act, (iii) the HSR Act, (iv) those set forth in Section 5.4(a)(iv), Section 8.1(b) and Section 8.1(c) of the Company Disclosure Letter, (v) the rules and regulations of NASDAQ and (vi) state securities, takeover and “blue sky” Laws (the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (vi), the “Parent Approvals”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Company fromParent or Merger Sub from or to be given by Parent or Merger Sub to, or be made by Parent or Merger Sub with, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby other than (i) the filing of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting to be held in connection with by this Agreement, except those that the failure to give, make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the consummation of the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with by this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) notices, reports, filings, consents, registrations, approvals, permits or authorizations that the failure to obtain would not reasonably be expected to have a Material Adverse Effect (items (i) through (vi), collectively, the “Company Approvals”).

Governmental Filings; No Violations. (a) No notices, reports or other filings are required to be made by Other than the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance expirations of this Agreement by the Company statutory waiting periods and the consummation of the Merger and the other transactions contemplated hereby other than (i) the filing of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting to be held in connection with this Agreementfilings, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) notices, reports, filings, consents, registrations, approvals, permits and authorizations (i) under the 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 NASDAQ, (v) under the Takeover Statutes and state securities and “blue sky” Laws and (vi) other filings set forth in Section ‎6.4(a)(v) of the Company Disclosure Schedule (collectively, the “Parent Approvals”), and assuming the accuracy of the representations and warranties set forth in Section 5.4(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports, consents, registrations, approvals, permits, orders, declarations, licenses or authorizations that are required to be made by Parent or any of its Subsidiaries with, nor are any required to be made or obtained by Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the failure to obtain execution and delivery of and performance under this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated by this Agreement, except as would not or would not reasonably be expected to have a Material Adverse Effect (items (i) through (vi)prevent, collectively, materially delay or materially impair the “Company Approvals”)ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement by the Outside Date.

Governmental Filings; No Violations. (a) No Other than the expirations of statutory waiting periods and the filings, notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits or and authorizations (i) under the HSR Act, (ii) pursuant to the DGCL, (iii) required to be made with or obtained by from the Company fromSEC, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby other than (i) the filing of the Articles of Merger; (ii) including the filing with the SEC of a proxy statement the Offer Documents, (iv) required to be sent to made with or by the shareholders of NYSE, (v) under the Company in connection with the Shareholders Meeting Takeover Statutes and state securities and “blue sky” Laws, (vi) required to be held in connection with this Agreement, obtained from the Merger OIO and/or NZMOF under the NZ Act and (vii) required to be obtained from the other transactions contemplated hereunder Australian Treasurer under the FATA (as it may be amended, supplemented or modified from time to timecollectively, the “Proxy StatementParent Approvals”) ), and such reports as required under Sections 13 and 16 assuming the accuracy of the Exchange Act representations and warranties set forth in connection with this Agreement; (iii) compliance with the Section 4.04(a), no expirations of any statutory waiting periods under applicable rules Laws are required and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) no filings, notices, reports, filings, consents, registrations, approvals, permits or authorizations that are required to be made by Parent or any of its Subsidiaries with, nor are any required to be obtained by Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the failure to obtain execution and delivery of and performance under this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated by this Agreement, except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (items (i) through (vi)prevent, collectively, materially delay or materially impair the “Company Approvals”)ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) No Other than the expirations of the statutory waiting periods and the filings, notices, reports or other filings are reports, consents, registrations, approvals, permits and authorizations (i) under the HSR Act, (ii) pursuant to the DGCL, (iii) required to be made with or obtained from the SEC, including the filing with the SEC of the 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 (vi) set forth in Section 4.04(a)(vi) of the Company withDisclosure Schedule (collectively, nor the “Company Approvals”), and assuming the accuracy of the representations and warranties set forth in Section 5.04(a), no expirations of any statutory waiting periods under applicable Laws are any required and no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company or any of its Subsidiaries with, nor are any required to be obtained by the Company or any of its Subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, execution and delivery of and performance of under this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby other than (i) by this Agreement or in continued operation in the filing Ordinary Course of the Articles of Merger; (ii) the filing with the SEC of a proxy statement to be sent to the shareholders Business of the Company and its Subsidiaries immediately following the Effective Time, except as would not, individually or in connection with the Shareholders Meeting to be held in connection with this Agreementaggregate, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance with the applicable requirements of the HSR Act; (v) compliance with the applicable requirements of the Competition Act; and (vi) notices, reports, filings, consents, registrations, approvals, permits or authorizations that the failure to obtain would not reasonably be expected to have result in a Material Adverse Effect (items (i) through (vi), collectively, the “Company Approvals”)Effect.

Governmental Filings; No Violations. (a) No Other than the expirations of statutory waiting periods and the filings, notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits or and authorizations (i) under the HSR Act, (ii) pursuant to the DGCL, (iii) required to be made with or obtained by from the Company fromSEC, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby other than (i) the filing of the Articles of Merger; (ii) including the filing with the SEC of a proxy statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting to be held in connection with this AgreementOffer Documents, the Merger and the other transactions contemplated hereunder (as it may be amended, supplemented or modified from time to time, the “Proxy Statement”) and such reports as required under Sections 13 and 16 of the Exchange Act in connection with this Agreement; (iii) compliance with the applicable rules and regulations of the Nasdaq; (iv) compliance required to be made with or by the applicable requirements of the HSR Act; NYSE, (v) compliance with under the applicable requirements of the Competition Act; Takeover Statutes and state securities and “blue sky” Laws and (vi) set forth in Section 5.04(a)(v) of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), and assuming the accuracy of the representations and warranties set forth in Section 4.04(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices, reports, filings, consents, registrations, approvals, permits or authorizations that are required to be made by Parent or any of its Subsidiaries with, nor are any required to be obtained by Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the failure to obtain execution and delivery of and performance under this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated by this Agreement, except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (items (i) through (vi)prevent, collectively, materially delay or materially impair the “Company Approvals”)ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.