Common use of Non-Contravention; Required Filings and Consents Clause in Contracts

Non-Contravention; Required Filings and Consents. (a) Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger or any of the other transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any provision of the certificate of incorporation, articles of association, bylaws or operating agreement of Parent or Merger Sub; (ii) result in a violation by Parent or Merger Sub of any Order to which Parent or Merger Sub is subject; or (iii) conflict with or violate any Law applicable to Parent or its Subsidiaries or any property or asset of Parent or any of its Subsidiaries, except in each case for any violation that will not have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation by each of Parent and Merger Sub of the Merger or any of the other transactions contemplated by this Agreement shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, except: (i) filings required by the ICL and the filing of the IIA Share Transfer Notice; (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a material adverse effect; (iii) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Industrial Research, Development and Innovation Law 5744-1984; and (iv) filings required under any applicable Antitrust Laws.

Non-Contravention; Required Filings and Consents. (a) Neither the execution and delivery of this Agreement by Parent and Merger Sub Purchaser, nor the consummation by Parent and Merger Sub Purchaser of the Offer, the Merger or any of the other transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any provision of the certificate of incorporation, articles of association, incorporation or bylaws or operating agreement of Parent or Merger SubPurchaser; (ii) result in a violation by Parent or Merger Sub Purchaser of any Order order, writ, injunction, judgment or decree to which Parent or Merger Sub Purchaser is subject; or (iii) conflict with or violate any Law applicable to Parent or its Subsidiaries or any property or asset of Parent or any of its Subsidiaries, except in each case for any violation that will not have a material adverse effect on the ability of Parent or Merger Sub Purchaser to consummate the Merger. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub Purchaser does not, and the performance of this Agreement and the consummation by each of Parent and Merger Sub Purchaser of the Offer, the Merger or any of the other transactions contemplated by this Agreement shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, except: (i) for applicable requirements of the Exchange Act (including, without limitation, the filing of the Offer Documents with the SEC), the Securities Act, and the filings required by the ICL and DGCL (including the filing of the IIA Share Transfer NoticeCertificate of Merger); (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a material adverse effect; and (iii) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Industrial Research, Development and Innovation Law 5744-1984; and (iv) filings required under any applicable Antitrust the HSR Act and foreign antitrust Laws.