Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, will not, require any consent, approval, authorization or permit of, or filing 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: (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange 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 blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) of the Information Statement or the Company Proxy Statement relating to a special meeting of the holders of the Company’s Common Stock to consider the adoption of this Agreement (the “Company Stockholders Meeting”); (v) the filings or notices required by, and any approvals required under the rules and regulations of NASDAQ or other SROs; (vi) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicable, and (B) 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, or to make such filings or notifications, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. The executionExcept for (i) the filing with the SEC of the Joint Proxy Statement and the Registration Statement (each as defined in Section 5.11(a)) in which the Joint Proxy Statement will be included as a prospectus of Menlo with respect to the issuance of Menlo Common Stock in the Merger, delivery and performance declaration of this Agreement by effectiveness of the Company do notRegistration Statement, and the filing with the SEC of such other reports required in connection with the Merger under, and such other compliance with, the Securities Exchange Act of 1934 (the “Exchange Act”), and the Securities Act and the rules and regulations thereunder, (ii) the filing of the Merger Proposal with the Israeli Registrar of Companies and all such other notices or filings required under the Companies Law with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Company Israeli Registrar of Companies and the obtaining of the transactions contemplated Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; (iii) compliance with notices and filings under all applicable domestic or foreign antitrust Laws and all other applicable Laws issued by this Agreementa Governmental Entity that are designed or intended to prohibit, including restrict or regulate actions having the Offer purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, “Antitrust Laws”); (iv) such filings and approvals as are required to be made or obtained under the Mergersecurities or “Blue Sky” laws of various states in connection with the issuance of Menlo Common Stock constituting the Merger Consideration; (v) any filings required under the rules and regulations of Nasdaq and (vi) any filings required by the United States Food and Drug Administration (the “FDA”), will notthe European Medicines Agency (the “EMA”), require the Israel Ministry of Health and any consentother Governmental Entity that is concerned with the marketing, approvalsale, authorization use, handling and control, safety, efficacy, reliability or permit manufacturing of drugs, biological products and medical devices (each, a “Regulatory Authority”), no consents, approvals of, filings or filing with registrations with, or notification toorders, authorizations or authority of any international, foreign, national, federal, state, provincial local or local governmentalforeign government, regulatory or court of competent jurisdiction, 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 other governmental (including multi-government) authority or instrumentality (each, a “Governmental Entity”), other than: ) are necessary in connection with (ia) the filing execution and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange 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 blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) of the Information Statement or the Company Proxy Statement relating to a special meeting of the holders of the Company’s Common Stock to consider the adoption delivery by Foamix of this Agreement (the “Company Stockholders Meeting”); (v) the filings or notices required by, and any approvals required under the rules and regulations of NASDAQ or other SROs; (vi) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicableAgreement, and (Bb) the consummation by Foamix of the Merger and the 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, or to make such filings or notifications, would not reasonably be expected to have a Company Material Adverse Effecttransactions contemplated by this Agreement.

Required Filings and Consents. The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, will not, require any No consent, approval, order or authorization of, action or permit non-action by or in respect of, or registration, declaration or filing with or notification towith, any international, foreign, nationaltransnational, federal, statestate or local, provincial domestic or local governmentalforeign government, any court, administrative, 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”)), other governmental agency, commission or court authority or any non-governmental self-regulatory agency, commission or authority (each, a “Governmental Entity”), other than: (i) is required by or with respect to the filing and recordation Company or any of the Certificate of Merger its Subsidiaries in connection with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, execution and the rules and regulations promulgated thereunder (the “Exchange 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 blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) of the Information Statement or the Company Proxy Statement relating to a special meeting of the holders of the Company’s Common Stock to consider the adoption delivery of this Agreement by the Company or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (the “Company Stockholders Meeting”); (v) the filings or notices required by, and any approvals required under the rules and regulations of NASDAQ or other SROs; (via) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the “HSR Act”), if applicable, and ; (Bb) compliance with any other applicable federal, state or foreign statute, rule, regulation, order, decree, administrative and judicial doctrine or other Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade, lessening of competition or merger control Laws of any jurisdiction foreign investment (together with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, each a “Competition Law” and, collectively, the “Foreign Merger Control Competition Laws”); , (c) the filing with the SEC of (i) the Schedule 14D-9, (ii) an information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (as amended or supplemented from time to time, the “Information Statement”) and (viiiii) such reports under the Exchange Act as may be required in connection with this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (d) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (e) any filings required under the rules and regulations of The NASDAQ Stock Market LLC (“NASDAQ”) and (f) such other circumstances where the failure to obtain such consents, approvals, authorizations orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or permitsmade, individually or to make such filings or notificationsin the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. The None of the execution, delivery and or performance of this Agreement by the Company do notCompany, and or the consummation by the Company of the transactions Merger, Subsequent Merger or any other transaction contemplated by this AgreementAgreement will require (with or without notice or lapse of time, including the Offer and the Merger, will not, require or both) any consent, approval, declaration, authorization or permit of, or filing or registration 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 other action by or entities thereto (“NASDAQ”))in respect of, agency, commission or court (each, a “any Governmental Entity”), other than: than (ia) the filing and recordation of the Certificate Articles of Merger as required by the IBCA, (b) the Company Shareholder Approval, (c) compliance with the Secretary of State of the State of Delaware; (ii) any applicable requirements of the Securities Exchange HSR Act, (d) compliance with any applicable requirements of the Illinois Public Utilities Act, the Illinois Gas Storage Act, the Illinois Gas Pipeline Safety Act and the Illinois Gas Transmission Facilities Act, in each case as amended (the “Illinois Statutes”) including notice to and, if necessary, approval of, the Illinois Commerce Commission (the “ICC”), (e) the approval of the California Public Utilities Commission (the “CPUC”) of a change in control over Central Valley Gas Storage, LLC, (f) approval of the Federal Communications Commission (“FCC”) for the transfer of control over the FCC licenses of Northern Illinois Gas Company (“Nicor Gas”), a wholly owned subsidiary of the Company, under Section 310(d) of the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder 47 U.S.C. § 310(d) (the approvals in subsections (d), (e) and (f) being referred to herein as the “Company Required Governmental Approvals”), (g) compliance with the applicable requirements of the Exchange Act”) Act or the Securities Act of 1933Act, including filings with the SEC as amended, may be required by the Company in connection with this Agreement and the rules and regulations promulgated thereunder transactions contemplated hereby, (the “Securities Act”); h) compliance with any applicable foreign securities Laws or Blue Sky Laws, (iiii) any filings with, and approvals from, relevant state securities administrators or related to the blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) of the Information Statement or the Company Proxy Statement relating to a special meeting of the holders of the Company’s Common Stock to consider the adoption of this Agreement (the “Company Stockholders Meeting”); (v) the filings or notices required by, and any approvals required under the rules and regulations of NASDAQ or other SROs; (vi) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicableNYSE, and (Bj) 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 declarations, authorizations, permits, filings, registrations, notifications or to make such filings actions which, if not obtained or notificationsmade, would not (A) reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Required Filings and Consents. The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, will not, require any consent, approval, authorization or permit of, or filing 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: Except for (i) the filing with the SEC of the Joint Proxy Statement and recordation the Registration Statement (each as defined in Section 5.11(a)) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, and the filing with the SEC of such other reports required in connection with the Merger under, and such other compliance with, the Exchange Act, the Securities Act and the rules and regulations thereunder, (ii) the obtaining of the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; (iii) the filing of the New Menlo Charter with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange 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 Delaware pursuant to the blue sky laws of various statesDGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the filing with the Securities and Exchange Commission (the “SEC”) of the Information Statement or the Company Proxy Statement relating to a special meeting of the holders of the Company’s Common Stock to consider the adoption of this Agreement (the “Company Stockholders Meeting”)Israeli Economic Competition Law, 5748-1988; (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Menlo Common Stock constituting the Merger Consideration; (vi) a no action letter from the Israel Securities Authority (the “ISA”) with respect to the offering of Menlo Shares in Israel; (vii) any filings or notices required by, and any approvals required under the rules and regulations of NASDAQ Nasdaq (including, inter alia, to permit the shares of Menlo Common Stock that are to be issued as the Merger Consideration as well as the shares of Menlo Common Stock that may be issued pursuant to the Contingent Stock Rights, to be listed thereon) and (viii) any filings required any applicable Regulatory Authority, no consents, approvals of, filings or other SROs; registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (vi) compliance with and filings under (Aa) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act execution and delivery by Menlo of 1976, as amended (the “HSR Act”), if applicablethis Agreement, and (Bb) the consummation by Menlo of the Merger and the 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, or to make such filings or notifications, would not reasonably be expected to have a Company Material Adverse Effect.transactions contemplated by this Agreement. 49

Required Filings and Consents. The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, do not and will not, not require any consent, approval, authorization or permit of, or filing with or notification to, any international, foreign, supranational, national, federal, state, provincial or local governmental, regulatory or administrative authority, including the SEC and any self-regulatory authority (“SRO”) (including The NASDAQ Global Marketthe New York Stock Exchange, or any successor entity or entities thereto (collectively, the “NASDAQNYSE”), the National Association of Securities Dealers, Inc. (“NASD”), and the National Futures Association (the “NFA”)), agency, commission commission, court, tribunal or court arbitral body, whether domestic or foreign, and in each case whether legislative, executive, judicial or otherwise (each, a “Governmental Entity”), other than: (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange 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 blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement (the Information Statement or the “Company Proxy Statement Statement”) relating to a special meeting of the holders stockholders of the Company’s Common Stock Company to consider the adoption of this Agreement (the “Company Stockholders Meeting”); (v) the filings or notices required or contemplated under the Advisers Act; (vi) the filings or notices required by, and any approvals required under the rules and regulations of NASDAQ of, the NASD or other SROsSROs (including the NYSE and the NFA)); (vivii) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicable, and (B) other applicable competition or merger control Laws of any jurisdiction (the “Foreign Merger Control Laws”); ) and (viiviii) in such other circumstances where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. The executionexecution and delivery of this Agreement by SpectraSite do not, delivery and the performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, SpectraSite will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with with, or notification to, any international, foreign, national, United States federal, state, provincial state 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 foreign government or entities thereto (“NASDAQ”))any court, administrative or regulatory agency or commission or other governmental authority or agency, commission domestic or court foreign (each, a “Governmental Entity”), other than: except for (i) applicable requirements, if any, of (A) the filing Securities Act of 1933, as amended (the “Securities Act”), and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”) or the Securities Act of 1933), as amendedincluding, and the rules and regulations promulgated thereunder (the “Securities Act”); (iii) any filings withwithout limitation, and approvals from, relevant state securities administrators or related to the blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Information Statement or the Company Joint Proxy Statement relating to a special meeting and of the holders Registration Statement in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Company’s Common Stock to consider the adoption of this Agreement Registration Statement, (the B) state securities or “Company Stockholders Meeting”); blue sky” laws, (vC) the filings or notices required by, DGCL and any approvals required under the rules and regulations DLLC Act to file the Certificate of NASDAQ Merger or other SROs; appropriate documentation, (viD) compliance with and filings under the New York Stock Exchange, (Aii) those required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if (iii) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the Federal Aviation Administration (“FAA”), and any approvals of such applications and notices, or (B) with the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and any approvals of such applications and notices, which, in the case of this clause (iv), are required or appropriate with respect to the transactions contemplated by this Agreement and related to SpectraSite’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto, (v) receipt of the SpectraSite Stockholder Approval and the ATC Stockholder Approval, and (Bvi) customary filings, notices and approvals with any state public service, public utility commissions, state environmental agencies or similar state regulatory bodies with respect to the transactions contemplated by this Agreement and related to the consummation of the Merger and the other applicable competition transactions contemplated by this Agreement as a result of SpectraSite’s ownership or merger control Laws operation of any jurisdiction (communications or broadcast towers and the “Foreign Merger Control Laws”); assets and (vii) in such other circumstances where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to have a Company Material Adverse Effectproperties relating thereto.

Required Filings and Consents. The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, will not, require any No consent, approval, order or authorization or permit of, or registration, declaration or filing with with, or notification notice to, any international, foreign, national, federalFederal, state, provincial local or local governmentalforeign government, any court of competent jurisdiction or any administrative, regulatory or administrative authority, including the SEC and any self-regulatory authority (“SRO”) (including The NASDAQ Global Market, any stock exchange) or any successor entity or entities thereto (“NASDAQ”)), other governmental agency, commission or court authority (each, a “Governmental Entity”)) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company, the consummation of the Offer or the consummation by the Company of the Merger or the other than: transactions contemplated by this Agreement, except for (i1) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing of the Schedule 14D-9 contemplated by Section 1.02(c) and, if required by applicable Law in connection with obtaining the Stockholder Approval, the filing with the SEC and mailing to the stockholders of the Company of a proxy statement prepared pursuant to Section 14 of the Exchange Act regarding the Merger (the “Proxy Statement”) and the other transactions contemplated hereby, (2) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware; Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”); (iii3) any filings with, and approvals from, relevant state securities administrators or related to the blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) of the Information Statement or the Company Proxy Statement relating to a special meeting of the holders of the Company’s Common Stock to consider the adoption of this Agreement (the “Company Stockholders Meeting”); (v) the filings or notices required by, and any approvals required under the rules and regulations of NASDAQ or other SROs; OTC Markets Group, (vi4) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the applicable foreign or state securities or “HSR Act”), if applicable, blue sky laws,” and (B5) 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 orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or permitsmade would not, individually or to make such filings or notificationsin the aggregate, would not reasonably be expected (x) to have a Company Material Adverse EffectEffect or (y) to prevent or materially delay the consummation of the Offer or prevent the Company from consummating the Merger.

Required Filings and Consents. The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer Merger but excluding the Asset Sales, do not and the Merger, will not, not require any consent, approval, authorization or permit of, or filing with or notification to, (x) any international, foreign, supranational, national, federal, state, provincial or local governmental, regulatory or administrative authority, authority (including the SEC and any self-regulatory authority (“SRO”) (including The NASDAQ Global Market, or any successor entity or entities thereto (“NASDAQ”)authority), agency, commission commission, court, tribunal or court arbitral body, whether domestic or foreign (each, a “Governmental Entity”) or (y) any entity or organization, whether private or quasi-private, whether foreign or domestic, which is not a Governmental Entity and which engages in the granting or withholding of accreditation of supplemental education services in accordance with standards and requirements relating to the performance, operations, financial condition and/or academic standards of such services (each such entity or organization, an “Accrediting Body”), other than: (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, amended and the rules and regulations promulgated thereunder (the “Exchange 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 blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement (the Information Statement or the “Company Proxy Statement Statement”) relating to a the special meeting of the holders stockholders of the Company’s Common Stock Company to be held to consider the adoption of this Agreement (the “Company Stockholders Meeting”) and the related Rule 13E-3 Transaction Statement (the “Schedule 13E-3”); (v) the any filings or notices required by, and any approvals required under under, the rules and regulations of the National Association of Securities Dealers, Inc. or its wholly owned Subsidiary, NASD Regulation, Inc., or any successor entity or entities thereto (collectively, the “NASD”), including requirements of the NASDAQ or other SROsStock Market (the “NASDAQ”); (vi) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) applicable requirements of Council Regulation (EC) No. 139/2004 of the Council of the European Union (the “EC Merger Regulation”), if applicableany, and (BC) other applicable competition or merger control Laws of any other jurisdiction identified in Section 3.5(vi) of the Company Disclosure Letter (the “Foreign Merger Control Laws”); and (vii) any consent, approval or other authorization of, or filing with or notification to, any Governmental Entity or Accrediting Body identified in Section 3.5(vii) of the Company Disclosure Letter; and (viii) in such other circumstances where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, will not, require any consent, approval, authorization or permit of, or filing 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: Except for (i) the filing with the SEC of the Joint Proxy Statement and recordation the Registration Statement (each as defined in Section 5.11(a)) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, and the filing with the SEC of such other reports required in connection with the Merger under, and such other compliance with, the Exchange Act, the Securities Act and the rules and regulations thereunder, (ii) the obtaining of the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; (iii) the filing of the New Menlo Charter with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange 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 Delaware pursuant to the blue sky laws of various statesDGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the filing with the Securities and Exchange Commission (the “SEC”) of the Information Statement or the Company Proxy Statement relating to a special meeting of the holders of the Company’s Common Stock to consider the adoption of this Agreement (the “Company Stockholders Meeting”)Israeli Economic Competition Law, 5748-1988; (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Menlo Common Stock constituting the Merger Consideration; (vi) a no action letter from the Israel Securities Authority (the “ISA”) with respect to the offering of Menlo Shares in Israel; (vii) any filings or notices required by, and any approvals required under the rules and regulations of NASDAQ Nasdaq (including, inter alia, to permit the shares of Menlo Common Stock that are to be issued as the Merger Consideration as well as the shares of Menlo Common Stock that may be issued pursuant to the Contingent Stock Rights, to be listed thereon) and (viii) any filings required any applicable Regulatory Authority, no consents, approvals of, filings or other SROs; registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (vi) compliance with and filings under (Aa) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act execution and delivery by Menlo of 1976, as amended (the “HSR Act”), if applicablethis Agreement, and (Bb) the consummation by Menlo of the Merger and the 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, or to make such filings or notifications, would not reasonably be expected to have a Company Material Adverse Effecttransactions contemplated by this Agreement.

Required Filings and Consents. The execution, delivery and performance by Coors of this Agreement Amendment and the documents referred to in this Amendment to which it is a party and the consummation by Coors of the Company transactions contemplated hereby and thereby do not, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, will shall not, require any consentApproval, approval, authorization action by or permit in respect of, or filing 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: to be made or obtained by Coors or its Subsidiaries, except for (i) the filing and recordation Competition Act Approval, (ii) the ICA Approval, (iii) the compliance with any applicable requirements of the Certificate HSR Act, including pre-merger notification requirements, (iv) any other applicable competition, merger control, antitrust or similar Law of Merger foreign Governmental Entities, (v) the filing with the SEC and the mailing to the Coors stockholders of materials that amend, supplement or otherwise modify the Joint Proxy Statement/Circular, and the filing with the SEC of the Form 8-A, the Form S-3 and any reports that might be required pursuant to the 1934 Act in connection with the Combination Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, (vi) the filing with the Secretary of State of the State of Delaware; (ii) applicable requirements Delaware of the Securities Exchange Act restated certificate of 1934incorporation of Coors, in the form attached to the Combination Agreement as amendedExhibit G, and the rules and regulations promulgated thereunder (the “Exchange Act”) or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”); (iiivii) any filings withOrders of applicable Canadian Securities Regulatory Authorities required by Section 2.6(a), and approvals from(viii) such other filings, relevant state securities administrators authorizations, decisions or related to the blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the “SEC”) of the Information Statement or the Company Proxy Statement relating to a special meeting of the holders of the Company’s Common Stock to consider the adoption of this Agreement (the “Company Stockholders Meeting”); (v) the filings or notices orders as may be required by, and any approvals required under by the rules and regulations of NASDAQ the NYSE, the TSX or any state securities or blue sky laws, (ix) any approvals required by the Interim Order, the Final Order or filings with the Director under the CBCA and/or (x) any other SROs; (vi) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Approvals or Permits, as amended (the “HSR Act”)which, if applicable, and (B) 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, or to make such filings or notificationsnot obtained, would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on Coors.