Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (a) Other than the filings, approvals and/or notices required to be made (i) under the Antitrust Laws, (ii) under the Securities Laws, (iii) under any stock exchange rules or regulations in the United States, Luxembourg, France and the European Union and any other applicable jurisdiction and (iv) under the Foreign Investment Laws, no notices, reports or other filings are required to be made by Gemplus with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Gemplus from, any Governmental Entity, in connection with the execution of this Combination Agreement by Gemplus and the consummation of the Combination, the Offer and the other transactions contemplated by this Combination Agreement to which Gemplus will be a party, except those that the failure to make or obtain would not, individually or in the aggregate, have a Gemplus Material Adverse Effect or to prevent, materially delay or materially impair the ability of Gemplus to consummate the Combination. (b) The execution and performance of this Combination Agreement by Gemplus do not, and the consummation by Gemplus of the Combination and the other transactions contemplated hereby to which Gemplus will be a party will not, (i) constitute or result in (A) a breach or violation of, or a default under, the articles of association or by-laws of Gemplus, (B) a breach or violation of, or a default under, the articles of association or by-laws or the comparable governing instruments of any Gemplus Subsidiary (C) a breach or violation of, or a default under, the acceleration of any obligations or the creation of an Encumbrance on or rights in respect of the assets of Gemplus or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Gemplus or any of its Subsidiaries or any Law or governmental or non-governmental permit or license to which Gemplus or any of its Subsidiaries is subject or (D) any change in the rights or obligations of any party under any of the Contracts to which Gemplus or any of its Subsidiaries is a party or (ii) require the consent of any counterparty to any of the Contracts to which Gemplus or any of its Subsidiaries is a party, except, in the case of sub-clauses (B), (C) and (D) of clause (i), for any breach, violation, default, acceleration, creation, change or, in the case of clause (C), any consent that in each case would not, individually or in the aggregate, have a Gemplus Material Adverse Effect or prevent, materially delay or materially impair the ability of Gemplus to consummate the transactions contemplated by this Combination Agreement to which it will be a party.

Governmental Filings; No Violations. (a) Other than the filings, approvals and/or notices required to be made (i) under the HSR Act, the EC Antitrust Act, and such other filings as may be required by the Antitrust Laws, (ii) under the Exchange Act and the Securities LawsAct (and the rules and regulations adopted by the SEC thereunder), local securities or "blue-sky" laws, takeover, company or securities laws, rules or regulations of the United States (and the several states thereof), France (including the regulations of the AMF and Euronext), the Netherlands, the European Union and any other applicable jurisdiction (all such laws, rules and regulations are referred to as the "SECURITIES LAWS"), (iii) under any stock exchange rules or regulations in the United StatesStates and France, Luxembourg, France and the European Union and any other applicable jurisdiction and (iv) under the Foreign Investment Laws, no notices, reports or other filings are required to be made by Gemplus Axalto with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Gemplus Axalto from, any Governmental Entity, in connection with the execution of this Combination Agreement by Gemplus Axalto and the consummation of the Combination, the Offer and the other transactions contemplated by this Combination Agreement to which Gemplus Axalto will be a party, except those that the failure to make or obtain (y) would not, individually or in the aggregate, have a Gemplus an Axalto Material Adverse Effect or to (z) would not prevent, materially delay or materially impair the ability of Gemplus Axalto to consummate the Combination. (b) The execution and performance of this Combination Agreement by Gemplus Axalto do not, and the consummation by Gemplus Axalto of the Combination and the other transactions contemplated hereby to which Gemplus Axalto will be a party will not, (i) constitute or result in (A) a breach or violation of, or a default under, the articles of association or by-laws of GemplusAxalto, (B) a breach or violation of, or a default under, the articles of association or by-laws or the comparable governing instruments of any Gemplus Subsidiary Axalto Subsidiary, (C) a breach or violation of, or a default under, the acceleration of any obligations or the creation of an Encumbrance on or rights in respect of the assets of Gemplus Axalto or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Gemplus Axalto or any of its Subsidiaries or any Law or governmental or non-governmental permit or license to which Gemplus Axalto or any of its Subsidiaries is subject or (D) any change in the rights or obligations of any party under any of the Contracts to which Gemplus Axalto or any of its Subsidiaries is a party or (ii) require the consent of any counterparty to any of the Contracts to which Gemplus Axalto or any of its Subsidiaries is a party, except, in the case of sub-clauses (B), (C) and (D) of clause (i), for any breach, violation, default, acceleration, creation, change or, in the case of clause (C), any consent that in each case would not, individually or in the aggregate, have a Gemplus an Axalto Material Adverse Effect or prevent, materially delay or materially impair the ability of Gemplus Axalto to consummate the transactions contemplated by this Combination Agreement to which it will be a party.

Governmental Filings; No Violations. (aA) Other than the filings, approvals and/or notices required to be made (i) under the Antitrust Laws, (ii) under the Securities Laws, (iii) under any stock exchange rules or regulations in the United States, LuxembourgCanada, France and Switzerland, France, the European Union and any other applicable jurisdiction and jurisdiction, (iv) with the French Ministere de l'Economie, des Finances et de l'Industrie under regulations for foreign investment in France, and (v) to comply with statutes of Switzerland relating to the Foreign Investment Lawsacquisition of land by foreigners, no notices, reports or other filings are required to be made by Gemplus Canada with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Gemplus Canada from, any Governmental Entity, Entity in connection with the execution and delivery of this Combination Agreement by Gemplus Canada and the consummation by Canada of the Combination, the Offer Exchange Offers and the other transactions contemplated by this Combination Agreement hereby, to which Gemplus Canada will be a party, party except those that the failure to make or obtain would not, individually or in the aggregate, be reasonably likely to have a Gemplus Canada Material Adverse Effect or to prevent, materially delay or materially impair the ability of Gemplus Canada to consummate the Combination. (bB) The execution execution, delivery and performance of this Combination Agreement by Gemplus Canada do not, and the consummation by Gemplus Canada of the Combination Combination, the Exchange Offers and the other transactions contemplated hereby to which Gemplus Canada will be a party will not, not (i) constitute or result in (AI) a breach or violation of, or a default under, under the articles of association or by-laws of Gemplus, (B) a breach or violation of, or a default under, the articles of association incorporation or by-laws or the comparable governing instruments of Canada or any Gemplus Subsidiary of its Subsidiaries, (CII) a breach or violation of, or a default under, the acceleration of any obligations or the creation of an Encumbrance a lien, pledge, security interest or other encumbrance on or rights in respect of the assets of Gemplus Canada or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts Contract binding upon Gemplus Canada or any of its Subsidiaries or any Law or governmental or non-governmental permit or license to which Gemplus Canada or any of its Subsidiaries is subject or (DIII) any change in the rights or obligations of any party under any of the Contracts to which Gemplus Canada or any of its Subsidiaries is a party or (ii) require the consent of any counterparty to any of the Contracts to which Gemplus Canada or any of its Subsidiaries is a party, except, in the case of sub-clauses clause (B), II) or (C) and (DIII) of clause (i)) above, for any breach, violation, default, acceleration, creation, creation or change or, or in the case of clause (C)ii) above, for any consent that in each case would not, individually or in the aggregate, be reasonably likely to have a Gemplus Canada Material Adverse Effect or prevent, materially delay or materially impair the ability of Gemplus Canada to consummate the transactions contemplated by this Combination Agreement hereby to which it will be a party.

Governmental Filings; No Violations. (a) Other than the filings, approvals and/or notices required to be made (i) under the HSR Act, the EC Antitrust Act, and such other filings as may be required by the Antitrust Laws, (ii) under the Exchange Act and the Securities Act (and the rules and regulations adopted by the SEC thereunder), local securities or “blue-sky” laws, takeover, company or securities laws, rules or regulations of the United States (and the several states thereof), France (including the regulations of the AMF and Euronext), the Netherlands, the European Union and any other applicable jurisdiction (all such laws, rules and regulations are referred to as the “Securities Laws”), (iii) under any stock exchange rules or regulations in the United StatesStates and France, Luxembourg, France and the European Union and any other applicable jurisdiction and (iv) under the Foreign Investment Laws, no notices, reports or other filings are required to be made by Gemplus Axalto with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Gemplus Axalto from, any Governmental Entity, in connection with the execution of this Combination Agreement by Gemplus Axalto and the consummation of the Combination, the Offer and the other transactions contemplated by this Combination Agreement to which Gemplus Axalto will be a party, except those that the failure to make or obtain (y) would not, individually or in the aggregate, have a Gemplus an Axalto Material Adverse Effect or to (z) would not prevent, materially delay or materially impair the ability of Gemplus Axalto to consummate the Combination. (b) The execution and performance of this Combination Agreement by Gemplus Axalto do not, and the consummation by Gemplus Axalto of the Combination and the other transactions contemplated hereby to which Gemplus Axalto will be a party will not, (i) constitute or result in (A) a breach or violation of, or a default under, the articles of association or by-laws of GemplusAxalto, (B) a breach or violation of, or a default under, the articles of association or by-laws or the comparable governing instruments of any Gemplus Subsidiary Axalto Subsidiary, (C) a breach or violation of, or a default under, the acceleration of any obligations or the creation of an Encumbrance on or rights in respect of the assets of Gemplus Axalto or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Gemplus Axalto or any of its Subsidiaries or any Law or governmental or non-governmental permit or license to which Gemplus Axalto or any of its Subsidiaries is subject or (D) any change in the rights or obligations of any party under any of the Contracts to which Gemplus Axalto or any of its Subsidiaries is a party or (ii) require the consent of any counterparty to any of the Contracts to which Gemplus Axalto or any of its Subsidiaries is a party, except, in the case of sub-clauses (B), (C) and (D) of clause (i), for any breach, violation, default, acceleration, creation, change or, in the case of clause (C), any consent that in each case would not, individually or in the aggregate, have a Gemplus an Axalto Material Adverse Effect or prevent, materially delay or materially impair the ability of Gemplus Axalto to consummate the transactions contemplated by this Combination Agreement to which it will be a party.