Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. Except 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, 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 pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the 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 required under the rules and regulations of 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 registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo of the Merger and the other transactions contemplated by this Agreement.

Required Filings and Consents. Except for 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 the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (iwith or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with any applicable foreign, federal or state securities or blue sky Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (c) such filings as may be required under the rules and regulations of the NYSE, (d) the filing with the SEC of a joint proxy statement/prospectus in definitive form relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and the matters to be submitted to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement Statement/Prospectus”) and the Registration Statement (each as defined filing with the SEC, and declaration of effectiveness under the Securities Act, of a registration statement on Form S-4 with respect to the issuance of the Parent Shares in Section 5.11(a)) the Merger, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectusprospectus (such Form S-4, 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 withany amendments or supplements thereto, 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 pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the 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 “ISAForm S-4”) and (e) consents, approvals, authorizations or permits of, filings, registrations with or notifications to, any Governmental Entity (including with respect to any Competition Laws), the offering failure of Menlo Shares which to obtain or make would not have or would not reasonably be expected to have, individually or in Israel; (vii) any filings required under the rules and regulations of Nasdaq (includingaggregate, 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 registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo of the Merger and the other transactions contemplated by this Agreementa Company Material Adverse Effect.

Required Filings and Consents. Except 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 prospectusprospectus of Menlo with respect to the issuance of Menlo Common Stock in the Merger, 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 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 Israeli Registrar of Companies and 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 pursuant to the DGCL; (iv) compliance with notices and filings under all applicable domestic or foreign antitrust Laws and all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, “Antitrust Laws, including the Israeli Economic Competition Law, 5748-1988”); (viv) 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; (viiv) any filings required under the rules and regulations of 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 (viiivi) any filings required by the United States Food and Drug Administration (the “FDA”), the European Medicines Agency (the “EMA”), the Israel Ministry of Health and any applicable other Governmental Entity that is concerned with the marketing, sale, use, handling and control, safety, efficacy, reliability or manufacturing of drugs, biological products and medical devices (each, a “Regulatory Authority”), no consents, approvals of, filings or registrations with, or orders, authorizations or authority of any federal, state, local or foreign government, court of competent jurisdiction, administrative agency, commission or other governmental (including multi-government) authority or instrumentality (each, a “Governmental Entity Entity”) are necessary in connection with (a) the execution and delivery by Menlo Foamix of this Agreement, and (b) the consummation by Menlo Foamix of the Merger and the other transactions contemplated by this Agreement.

Required Filings and Consents. Except The execution and delivery of this Agreement by ATC and Merger Sub do not, and the performance of this Agreement by ATC and Merger Sub will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (i) applicable requirements, if any, of (A) the Securities Act and the Exchange Act, including, without limitation, the filing with the SEC of the Joint Proxy Statement and of 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, (B) state securities or “blue sky” laws, (C) the DGCL and the filing with DLLC Act to file the SEC Certificate of such Merger or other reports required in connection with appropriate documentation, (D) the Merger under, and such other compliance with, the Exchange Act, the Securities Act and the rules and regulations thereunderNew York Stock Exchange, (ii) those required by the obtaining of the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; HSR Act, (iii) the filing of the New Menlo Charter with the Secretary of State of the State of Delaware pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the Israeli Economic Competition Law, 5748-1988; (v) such filings and approvals as are required to be made or obtained under the securities any foreign antitrust, competition or “Blue Sky” laws of various states similar Laws 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 required under the rules and regulations of 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 registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the FAA, and any approvals of such applications and notices, or (B) with the FCC under 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 ATC’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto, (v) receipt of the ATC Stockholder Approval and the SpectraSite Stockholder Approval, and (vi) 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 transactions contemplated by this Agreement as a result of ATC’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto.

Required Filings and Consents. Except The execution and delivery of this Agreement by SpectraSite do not, and the performance of this Agreement by SpectraSite will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing 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”), except for (i) applicable requirements, if any, of (A) the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, the filing with the SEC of the Joint Proxy Statement and of 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, (B) state securities or “blue sky” laws, (C) the DGCL and the filing with DLLC Act to file the SEC Certificate of such Merger or other reports required in connection with appropriate documentation, (D) the Merger under, and such other compliance with, the Exchange Act, the Securities Act and the rules and regulations thereunderNew York Stock Exchange, (ii) those required by the obtaining Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; “HSR Act”), (iii) the filing of the New Menlo Charter with the Secretary of State of the State of Delaware pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the Israeli Economic Competition Law, 5748-1988; (v) such filings and approvals as are required to be made or obtained under the securities any foreign antitrust, competition or “Blue Sky” laws of various states similar Laws 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 required under the rules and regulations of 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 registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo 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 (vi) 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 transactions contemplated by this Agreement as a result of SpectraSite’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto.

Required Filings and Consents. Except The execution and delivery of this Agreement by ATC and Merger Sub do not, and the performance of this Agreement by ATC and Merger Sub will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (i) applicable requirements, if any, of (A) the Securities Act and the Exchange Act, including, without limitation, the filing with the SEC of the Joint Proxy Statement and of 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, (B) state securities or "blue sky" laws, (C) the DGCL and the filing with DLLC Act to file the SEC Certificate of such Merger or other reports required in connection with appropriate documentation, (D) the Merger under, and such other compliance with, the Exchange Act, the Securities Act and the rules and regulations thereunderNew York Stock Exchange, (ii) those required by the obtaining of the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; HSR Act, (iii) the filing of the New Menlo Charter with the Secretary of State of the State of Delaware pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the Israeli Economic Competition Law, 5748-1988; (v) such filings and approvals as are required to be made or obtained under the securities any foreign antitrust, competition or “Blue Sky” laws of various states similar Laws 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 required under the rules and regulations of 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 registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the FAA, and any approvals of such applications and notices, or (B) with the FCC under 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 ATC's ownership or operation of communications or broadcast towers and the assets and properties relating thereto, (v) receipt of the ATC Stockholder Approval and the SpectraSite Stockholder Approval, and (vi) 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 transactions contemplated by this Agreement as a result of ATC's ownership or operation of communications or broadcast towers and the assets and properties relating thereto.

Required Filings and Consents. Except The execution and delivery of this Agreement by Crown and Merger Sub do not, and the performance of this Agreement by Crown and Merger Sub will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (i) applicable requirements, if any, of (A) the Securities Act and the Exchange Act, including, without limitation, the filing with the SEC of the Joint Proxy Statement and of 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, (B) state securities or “blue sky” laws, (C) the DGCL and the filing with DLLC Act to file the SEC Certificate of such Merger or other reports required in connection with appropriate documentation and (D) the Merger under, and such other compliance with, the Exchange Act, the Securities Act and the rules and regulations thereunderNYSE, (ii) those required by the obtaining of the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; HSR Act, (iii) the filing of the New Menlo Charter with the Secretary of State of the State of Delaware pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the Israeli Economic Competition Law, 5748-1988; (v) such filings and approvals as are required to be made or obtained under the securities any foreign antitrust, competition or “Blue Sky” laws of various states similar Laws 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 required under the rules and regulations of 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 registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo of the Merger and the other transactions contemplated by this Agreement, (iv) the filing of customary applications and notices, as applicable, (A) with the FAA, and any approvals of such applications and notices, or (B) with the FCC under 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 Crown’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto and (v) 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 transactions contemplated by this Agreement as a result of Crown’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto.

Required Filings and Consents. Except for (a) The execution and delivery by each of Syneron and Merger Sub of this Agreement do not, and the performance by Syneron and Merger Sub of their covenants and agreements under this Agreement and the consummation by Syneron and Merger Sub of the transactions contemplated by hereby will not, (i) conflict with or violate the filing Syneron Constitutional Documents or Merger Sub Constitutional Documents, as applicable, (ii) conflict with or violate any Legal Requirements applicable to Syneron or Merger Sub, (iii) require notice to or the SEC consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), pursuant to any Contract that is material to Syneron or Merger Sub, except in the case of the Joint Proxy Statement preceding clauses (ii) through (iii), which is not material. (b) The execution and the Registration Statement (delivery by each as defined in Section 5.11(a)) in which the Joint Proxy Statement will be included as a prospectus, of Syneron and declaration Merger Sub of effectiveness of the Registration Statementthis Agreement do not, and the performance by Syneron and Merger Sub of their covenants and agreements under this Agreement, and the consummation by Syneron and Merger Sub of the transactions contemplated hereby (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with the SEC of such other reports or notification to, any Governmental Authority, except (i) as may be required in connection with the Merger under, and such other compliance with, the Exchange Act, the Securities Act and the rules and regulations thereunderunder any foreign antitrust or competition Legal Requirement, (ii) the obtaining filing of the Certificate of Merger from or other documents as required by the Israeli Registrar of Companies pursuant to the Companies Law; CGCL, (iii) the filing compliance with any applicable requirements of the New Menlo Charter with Securities Act of 1933, as amended, the Secretary Securities Exchange Act of State 1934, as amended, and any other U.S state or federal securities law or the Israel Securities Law 5728-1968 or laws of the State of Delaware pursuant to the DGCL; any national securities exchange, and (iv) compliance with notices and filings under all applicable Antitrust Lawssuch other consents, including the Israeli Economic Competition Lawapprovals, 5748-1988; (v) such orders, registrations, declarations, permits, filings and approvals as are required notifications which, if not obtained or made, would not reasonably be expected to be made have, individually or obtained under in the securities aggregate, a material adverse effect on the business, operations, financial condition or “Blue Sky” laws results of various states in connection with the issuance operations of Menlo Common Stock constituting the either of Syneron or 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 required under the rules and regulations of 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 registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo of the Merger and the other transactions contemplated by this AgreementSub.

Required Filings and Consents. Except for Assuming the accuracy of the representations of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by Apex, Holdings, Parent and Merger Sub or the consummation by Apex, Holdings, Parent and Merger Sub of the Merger or any other transaction contemplated by this Agreement will require (iwith or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or the filing or registration with or notification to, any Governmental Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with the SEC pre-merger notification obligations of the Joint Proxy Statement HSR Act and the Registration Statement Competition Laws in Austria, Germany, Mexico, Poland, Russia and Turkey, (each as defined in Section 5.11(a)c) in which the Joint Proxy Statement will be included as a prospectuscompliance with and filings under any applicable foreign, and declaration of effectiveness of the Registration Statementfederal or state securities laws, 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, including the Securities Act and the rules Exchange Act, (d) submission to CFIUS of the CFIUS Notice and regulations thereunderreceipt of the CFIUS Approval, (e) the filings and approvals with or by PRC Governmental Entities with respect to the transactions contemplated hereby, including (i) the filings with and/or approvals of NDRC and MOFCOM with respect to the transactions contemplated hereby and (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 pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the Israeli Economic Competition Law, 5748-1988; (v) such filings and SAFE’s registration and/or approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance transactions contemplated hereby, including registration and/or approvals for conversion of Menlo Common Stock constituting RMB funds into U.S. dollar funds and transfer of U.S. dollar funds to Merger Sub or the Merger Consideration; (vi) a no action letter from the Israel Securities Authority holders of Shares or other interests pursuant to or in connection with this Agreement (the filings, approvals, acceptances and/or registrations referred to in clauses (i) and (ii) of this Section 4.4(e) and Section 4.4(f) collectively, the “ISAPRC Regulatory Approvals”), (f) acceptance by the Shenzhen Stock Exchange (“SZSE”) of the disclosure of the major assets purchase report of Apex with respect to the offering of Menlo Shares in Israel; transactions contemplated hereby (vii) any filings required under the rules and regulations of 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“SZSE Clearance”) and (viiig) any filings required any applicable Regulatory Authority, no where the failure to obtain such consents, approvals of, filings or registrations with, or ordersapprovals, authorizations or authority of permits of, or to make such filings, registrations with or notifications to, any Governmental Entity are necessary would not reasonably be expected to have, individually or in connection with (a) the execution and delivery by Menlo of this Agreementaggregate, and (b) the consummation by Menlo a Parent Material Adverse Effect. As of the Merger and date hereof, none of Seine, Apex, Holdings, Parent or any of their respective affiliates (nor, to the Knowledge of Parent, any of the other Equity Financing Sources or any of their respective affiliates) have received any communication from the NDRC in respect of or relating to any of the transactions contemplated by this AgreementAgreement (other than the letter dated January 6, 2016 from the NDRC to Seine, which Parent has provided to the Company).

Required Filings and Consents. Except No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state, local or foreign government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or 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 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 Joint Company of a proxy statement prepared pursuant to Section 14 of the Exchange Act regarding the Merger (the “Proxy Statement Statement”) and the Registration Statement other transactions contemplated hereby, (each as defined in Section 5.11(a)2) 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 pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the 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 appropriate documents with the issuance relevant authorities of Menlo Common Stock constituting other jurisdictions in which the Merger Consideration; Company or any of its Subsidiaries is qualified to do business, (vi) a no action letter from the Israel Securities Authority (the “ISA”) with respect to the offering of Menlo Shares in Israel; (vii3) any filings or notices required under the rules and regulations of Nasdaq OTC Markets Group, (including4) compliance with applicable foreign or state securities or “blue sky laws,” and (5) such other consents, inter aliaapprovals, to permit orders, authorizations, registrations, declarations, filings and notices the shares failure of Menlo Common Stock that are which to be issued as obtained or made would not, individually or in the Merger Consideration as well as the shares of Menlo Common Stock that may aggregate, reasonably be issued pursuant expected (x) to the Contingent Stock Rights, have a Material Adverse Effect or (y) to be listed thereon) and (viii) any filings required any applicable Regulatory Authority, no consents, approvals of, filings prevent or registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) materially delay the consummation by Menlo of the Merger and Offer or prevent the other transactions contemplated by this AgreementCompany from consummating the Merger.

Required Filings and Consents. Except The execution, delivery and performance by Coors of this Amendment and the documents referred to in this Amendment to which it is a party and the consummation by Coors of the transactions contemplated hereby and thereby do not, and shall not, require any Approval, action by or in respect of, filing with or notification to, any Governmental Entity, to be made or obtained by Coors or its Subsidiaries, except for (i) the Competition Act Approval, (ii) the ICA Approval, (iii) the compliance with any applicable requirements of the HSR Act, including pre-merger notification requirements, (iv) any other applicable competition, merger control, antitrust or similar Law of 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 and 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/Circular, and the filing with the SEC of such other the Form 8-A, the Form S-3 and any reports that might be required pursuant to the 1934 Act in connection with the Merger under, and such other compliance withCombination Agreement, the Exchange Act, the Securities Act other Transaction Documents and the rules transactions contemplated hereby and regulations thereunderthereby, (ii) the obtaining of the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; (iiivi) the filing of the New Menlo Charter with the Secretary of State of the State of Delaware pursuant of the restated certificate of incorporation of Coors, in the form attached to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust LawsCombination Agreement as Exhibit G, including the 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 Orders of applicable Canadian Securities Regulatory Authorities required under by Section 2.6(a), (viii) such other filings, authorizations, decisions or orders as may be required by the rules and regulations of Nasdaq the NYSE, the TSX or any state securities or blue sky laws, (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 (viiiix) any approvals required by the Interim Order, the Final Order or filings required with the Director under the CBCA and/or (x) any applicable Regulatory Authorityother Approvals or Permits, no consentswhich, approvals ofif not obtained, filings would not, individually or registrations within the aggregate, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo of the Merger and the other transactions contemplated by this Agreementreasonably be expected to have a Material Adverse Effect on Coors.

Required Filings and Consents. Except The execution and delivery of this Agreement by Global do not, and the performance of this Agreement by Global will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing 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”), except for (i) applicable requirements, if any, of (A) the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, the filing with the SEC of the Joint Proxy Statement and of the Registration Statement (each as defined in Section 5.11(a5.10(a)) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (B) state securities or “blue sky” laws, (C) the DGCL and the filing with DLLC Act to file the SEC Certificate of such Merger or other reports required in connection with appropriate documentation and (D) the Merger under, and such other compliance with, New York Stock Exchange (the Exchange Act, the Securities Act and the rules and regulations thereunder“NYSE”), (ii) those required by the obtaining Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Certificate of Merger from the Israeli Registrar of Companies pursuant to the Companies Law; “HSR Act”), (iii) the filing of the New Menlo Charter with the Secretary of State of the State of Delaware pursuant to the DGCL; (iv) compliance with notices and filings under all applicable Antitrust Laws, including the Israeli Economic Competition Law, 5748-1988; (v) such filings and approvals as are required to be made or obtained under the securities any foreign antitrust, competition or “Blue Sky” laws of various states similar Laws 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 required under the rules and regulations of 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 registrations with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (a) the execution and delivery by Menlo of this Agreement, and (b) the consummation by Menlo 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 (the “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 Global’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto and (v) 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 transactions contemplated by this Agreement as a result of Global’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto.