Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Articles of Merger as required by the VBCA, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, (f) filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the The execution, delivery or and performance of this Agreement by the Company or do not, and the consummation by the Company of the Merger or any other transaction transactions contemplated by this Agreement Agreement, including the Merger, will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any international, foreign, national, federal, state, provincial or local governmental, regulatory or administrative authority, including the SEC and any self-regulatory authority (“SRO”) (including The NASDAQ Global Market, or any successor entity or entities thereto (“NASDAQ”)), agency, commission or court (each, a “Governmental Entity”), other than than: (ai) the filing and recordation of the Articles Certificate of Merger as required by with the VBCA, Secretary of State of the State of Delaware; (bii) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR ActSecurities Exchange Act of 1934, (d) as amended, and the approval of each of the Vermont Public Service Board rules and regulations promulgated thereunder (the “VPSBExchange Act”) or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”); (iii) any filings with, and approvals from, relevant state securities administrators or related to the Federal Energy Regulatory blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “FERCSEC”), the Federal Communications Commission ) of a proxy statement (the “FCCCompany Proxy Statement”) and relating to a special meeting of the Nuclear Regulatory Commission holders of the Company’s Common Stock to consider the adoption of this Agreement (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental ApprovalsStockholders Meeting”); (v) the filings or notices required by, (e) compliance with the applicable requirements of the Exchange Act, (f) filings as may be and any approvals required under the rules and regulations of the New York Stock Exchange, NASDAQ or other SROs; (gvi) compliance with and filings under (A) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19501976, as amended by (the Omnibus Trade and Competitiveness Act of 1988“HSR Act”), if applicable, and (hB) other applicable competition or merger control Laws of any jurisdiction (the “Foreign Merger Control Laws”); and (vii) in such other circumstances where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Articles Certificate of Merger as required by the VBCANYBCL, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont New York Public Service Board Commission (the “VPSBNYPSC”), ) and the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, (f) filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, as modified by the Foreign Investment and National Security Act of 2007 (“DPA”), (h) the approval of the Federal Communications Commission (the “FCC”) and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental EntityEntity or any other Person, by the Company or any Company Subsidiary other than (a) the filing and recordation of the Articles Certificate of Merger as required by the VBCADGCL, (b) the Company Shareholder Stockholder Approval, (c) compliance with any applicable requirements of (i) the HSR Act, Act and other applicable foreign or supranational antitrust and competition Laws set forth in Section 3.5 of the Company Disclosure Schedule and (dii) the approval of each regulations of the Vermont Public Service Board SEC (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals Laws described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, Schedule and the regulations of the SEC being referred to herein as the “Company Other Required Governmental Approvals”), (ed) compliance with the applicable requirements of the Exchange Act, (e) compliance with any applicable foreign or state securities or Blue Sky Laws, (f) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of the New York Stock ExchangeNasdaq, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (h) where the failure to obtain except for such other consents, approvals, filings or authorizations that, if not obtained, made or permits ofgiven, or to make such filings, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not (i) reasonably be expected to have a Company Material Adverse EffectEffect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company or Company, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Articles Certificate of Merger as required by the VBCADGCL, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Actforeign, (d) the approval of each of the Vermont Public Service Board (the “VPSB”)federal or state securities or blue sky laws, the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred including pursuant to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Securities Act and the Exchange Act, (fc) such filings as may be required under the rules and regulations of the New York Stock ExchangeNASDAQ and the NYSE, (gd) the notification filing with the SEC of a proxy statement/prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and a registration statement on Form S-4 with respect to the issuance of the transactions contemplated by this Agreement to the Committee on Foreign Investment Parent Shares in the United States Merger (such Form S-4, and any amendments or supplements thereto, the “CFIUSForm S-4”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (he) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity, the failure of which to obtain or make has not had or would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionCompany do not, delivery or and the performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”) or any consent, approval or authorization of, or notification to, any other than person, except (a) for applicable requirements, if any, of the Exchange Act, including the filing of the Schedule 14D-9 and, if required by applicable Law, a Proxy Statement relating to the adoption by the Company Stockholders of this Agreement, (b) for applicable requirements, if any, of state securities or “blue sky” Laws (“Blue Sky Laws”) and filing and recordation of the Articles Certificate of Merger as required by the VBCA, (b) the Company Shareholder ApprovalDGCL, (c) compliance with any applicable requirements for those required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), for those required by the Federal Communications Commission or any successor entity (the “FCC”) under the Communications Act of 1934 and the Nuclear Regulatory Commission rules, regulations and policies of the FCC promulgated thereunder (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental ApprovalsFCC Filings”), (e) compliance for such filings and approvals as are required to be made or obtained with or from any state public service or public utility commission or similar state regulatory bodies in connection with the applicable requirements consummation of the Exchange Act, (f) filings as may be required under Merger and the rules and regulations of the New York Stock Exchange, (g) the notification of the other transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (hf) where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications tohas not had, any Governmental Entityand would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionCompany do not, delivery or and the performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a " Governmental Entity"), other than except (ai) for applicable requirements, if any, of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws ("Blue Sky Laws") and filing and recordation of the Articles of Merger appropriate merger documents as required by the VBCADGCL, (bii) for those required by the Company Shareholder ApprovalXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ciii) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), for those required by the Federal Communications Commission or any successor entity (the “"FCC”") under the Communications Act of 1934, as amended, and the Nuclear Regulatory Commission rules, regulations and policies of the FCC promulgated thereunder (collectively, the “NRC”"Communications Act"), including those required in connection with the transfer of control of the Company and the assignment of the FCC Licenses held by the Xxxx Companies (as hereinafter defined) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”"FCC Filings"), (eiv) compliance with the applicable requirements of the Exchange Act, (f) for filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 19883.15 hereof, and (hv) where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications to, any Governmental Entitycould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionCompany and Parent does not, delivery or and the performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entitygovernmental or regulatory authority, other than domestic or foreign, except (ai) for applicable requirements, if any, of the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and filing and recordation of the Articles of Merger appropriate merger documents as required by Nevada Law and Delaware Law and (ii) where the VBCAfailure to obtain such consents, (b) approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Merger or otherwise prevent the Company Shareholder Approvalfrom performing its obligations under this Agreement, (c) compliance with any applicable requirements of and would not, individually or in the HSR Actaggregate, (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) have a Company Material Adverse Effect. The execution and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, (f) filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification delivery of the transactions and documents contemplated by this Agreement to the Committee on Foreign Investment in the United States Reorganization (“CFIUS”as hereinafter defined) under Section 721 of Title VII of the Defense Production Act of 1950do not require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or authority except (i) as amended by the Omnibus Trade and Competitiveness Act of 1988where such consents, and approvals, authorizations or permits have been obtained, or such filings or notifications have been made or (hii) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filingsfilings or notifications, registrations with or notifications to, any Governmental Entitywould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectChange.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionCompany do not, delivery or and the performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), other than except (ai) the for applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and filing and recordation of the Articles of Merger appropriate merger documents as required by the VBCACBCA and the DGCL, (bii) the filing by Parent and the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act, Transaction Disclosure Documents (das defined herein) with the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Securities and Exchange Commission (the “FERC”"SEC") in accordance with the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) for applicable actions, if any, by the Federal Communications Commission (the “"FCC”") granting its consent to the transfer of ownership of all licenses, permits, construction permits and other authorizations issued by the Nuclear Regulatory Commission (the “NRC”) (the approvals described FCC in clauses (c) and (d), together connection with the approvals set forth on Section 3.5 business and operations of the Company Disclosure Letterand its subsidiaries, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance in connection with the applicable requirements consummation of the Exchange Act, (f) filings as may be required under the rules Merger and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement hereby (the "FCC Consents") and for consents or approvals of, or notices to, such analogous state or local regulatory authorities with respect to transfer of ownership, in connection with the Committee on Foreign Investment in Merger and the United States transactions contemplated hereby, of any license, franchise (“CFIUS”including without limitation any written "Franchise" within the meaning of Section 602(8) under Section 721 of Title VII of the Defense Production Act of 1950Communications Act), as amended permit, construction permit or other authorization issued by such state or local regulatory authorities and held by the Omnibus Trade and Competitiveness Act of 1988Company or its subsidiaries (the "Franchise Approvals"), and (hiv) where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications to, any Governmental Entitywould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of the Merger or the transactions contemplated by this Agreement.

Required Filings and Consents. None The execution and delivery of ----------------------------- this Agreement by the executionCompany do not, delivery or and the performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), other than except (ai) for applicable requirements, if any, of the -------------------- Securities and Exchange Act of 1934, as amended (the "Exchange Act"), state ------------ securities or "blue sky" laws ("Blue Sky Laws") and filing and recordation of the Articles of Merger ------------- appropriate merger documents as required by the VBCADGCL, (bii) for those required by the Company Shareholder ApprovalXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR --- Act"), (ciii) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), for those required by the Federal Communications Commission or any --- successor entity (the “"FCC”") under the Communications Act of 1934, as amended, --- and the Nuclear Regulatory Commission rules, regulations and policies of the FCC promulgated thereunder (collectively, the “NRC”"Communications Act"), including those required in connection ------------------ with the transfer of control of the Company and the assignment of the FCC Licenses held by the Xxxx Companies (as hereinafter defined) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”"FCC --- Filings"), (eiv) compliance with the applicable requirements of the Exchange Act, (f) for filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 19883.15 hereof, and (hv) where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications to, any Governmental Entitycould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of No waiver, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Allex Xxxtems or ASG Sub in connection with the execution, execution and delivery or performance of this Agreement by the Company or the consummation by Allex Xxxtems or ASG Sub, as the Company case may be, of any of the Merger or any other transaction transactions contemplated by this Agreement will require Agreement, except for (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (ai) the filing of a pre-merger notification and recordation of the Articles of Merger as required by the VBCA, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of report form under the HSR Act, (dii) the approval filing with the SEC and the National Association of each Securities Dealers, Inc. of (A) the Vermont Public Service Board Offer Documents and (the “VPSB”B) such reports under Sections 13(a), the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”13(d) and the Nuclear Regulatory Commission (the “NRC”16(a) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange ActAct as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (fiii) filings as may be required under by any applicable "blue sky" laws, (iv) the rules and regulations filing of the New York Stock ExchangeCertificate of Merger or an agreement of merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Viasoft is qualified to do business and (v) such other waivers, consents, approvals, orders, authorizations, registrations, declarations and filings as would not individually or in the aggregate (A) have a material adverse effect on Allex Xxxtems and its Subsidiaries, taken as a whole, (gB) impair the notification ability of Allex Xxxtems and ASG Sub to perform their respective obligations under this Agreement or (C) prevent the consummation of any of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectAgreement.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Articles of Merger as required by the VBCAABCA, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act, (d) the approval issuance by the ACC of each of an order approving the Vermont Public Service Board Merger under Arizona Administrative Code R14-2-801 et seq. (the “VPSBACC Approval”), ) and the approval of the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission ) (the “FCCFERC Approval”) , and the Nuclear Regulatory Commission (the “NRC”) (the other approvals described in clauses (c) and (d), together with the approvals set forth on in Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, (f) filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, as modified by the Foreign Investment and National Security Act of 2007 (“DPA”) and (h) required pre-approvals of license transfers with the Federal Communications Commission (the “FCC”), and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the The execution, delivery or and performance of this Agreement by the Company or do not, and the consummation by the Company of the Merger or any other transaction transactions contemplated by this Agreement Agreement, will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any international, foreign, national, federal, state, provincial or local governmental, regulatory or administrative authority, including the SEC, agency, commission or court (each, a “Governmental Entity”), other than than: (ai) the filing and recordation of the Articles of Merger as required by with the VBCA, Secretary of State of the Commonwealth of Massachusetts; (bii) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR ActSecurities Exchange Act of 1934, (d) as amended, and the approval of each of the Vermont Public Service Board rules and regulations promulgated thereunder (the “VPSBExchange Act”) or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”); (iii) any filings with, and approvals from, relevant state securities administrators or related to the Federal Energy Regulatory blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “FERCSEC”), ) of a transaction statement on Schedule 13E-3 pursuant to the Federal Communications Commission requirements of Rule 13e-3 of the Exchange Act (the “FCCTransaction Statement”); (v) compliance with and the Nuclear Regulatory Commission filings under any applicable competition or merger control Laws of any jurisdiction (the “NRCForeign Merger Control Laws”) (the approvals described in clauses (c) ); and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (evi) compliance with the applicable requirements of the Exchange Act, (f) filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (h) such other circumstances where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None The execution and ----------------------------- delivery of this Agreement by the executionCompany do not, delivery or and the performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity, other than (a) the filing and recordation of the Articles of Merger as required by the VBCA, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”"), the Federal Energy Regulatory Commission except (the “FERC”)i) for applicable requirements, the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d)if any, together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, state securities or "blue sky" laws (f"Blue Sky Laws") filings and filing and recordation of appropriate merger documents as may be required under by the rules and regulations of the New York Stock ExchangeDGCL, (gii) for those required by the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19501976, as amended (the "HSR Act"), (iii) for those required by the Omnibus Trade and Competitiveness Federal Communications Commission or any successor entity (the "FCC") under the Communications Act of 19881934, as amended, and the rules, regulations and policies of the FCC promulgated thereunder (collectively, the "Communications Act"), including those required in connection with the transfer of control of the Company and the assignment of the FCC Licenses (as defined in Section 3.7 hereof) held by the Company and its Subsidiaries and affiliates (the "FCC Filings"), (iv) for filings contemplated by Section 3.15 hereof, and (hv) where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications to, any Governmental Entitycould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionCompany do not, delivery or and the performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity, other than (a) the filing and recordation of the Articles of Merger as required by the VBCA, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”"), the Federal Energy Regulatory Commission except (the “FERC”)i) for applicable requirements, the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d)if any, together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, state securities or "blue sky" laws (f"Blue Sky Laws") filings and filing and recordation of appropriate merger documents as may be required under by the rules and regulations of the New York Stock ExchangeDGCL, (gii) for those required by the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19501976, as amended (the "HSR Act"), (iii) for those required by the Omnibus Trade and Competitiveness Federal Communications Commission or any successor entity (the "FCC") under the Communications Act of 19881934, as amended, and the rules, regulations and policies of the FCC promulgated thereunder (collectively, the "Communications Act"), including those required in connection with the transfer of control of the Company and the assignment of the FCC Licenses (as defined in Section 3.7 hereof) held by the Company and its Subsidiaries and affiliates (the "FCC Filings"), (iv) for filings contemplated by Section 3.15 hereof, and (hv) where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications to, any Governmental Entitycould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Parent and the Company Purchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the exercise of the Top-Up Option, the consummation by Parent and the Company Purchaser of the Merger Merger, the Restructuring Transactions or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental EntityEntity or any other Person, other than (a) the filing and recordation of the Articles of Merger as required by the VBCANRS, (b) the Company Shareholder Approvalreceipt of all regulatory approvals and consents that may be required under the Foreign Acquisitions and Takeovers Xxx 0000 of Australia and the Australian Government’s Foreign Investment Policy, (c) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, (fd) filings with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (e) such filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, NASDAQ and (hf) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, to any Governmental EntityEntity or any other Person, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.